DFAN 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-12 |
ORBCOMM INC. |
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(Name of the Registrant as Specified In Its Charter) |
John C. Levinson |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Presentation to RiskMetrics |
Unlocking Value from a Uniquely Positioned But Under-Managed Asset |
Committee to Realize Value for ORBCOMM |
II. |
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Chairman and CEO Have Presided Over Underperformance |
III. |
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Our Board Nominees and Our Action Plan |
IMPORTANT INFORMATION
ON APRIL 21, 2009, JOHN C.
LEVINSON TOGETHER WITH MICHAEL MIRON, STEVEN G. CHRUST, DENIS NAYDEN, SGC
ADVISORY SERVICES, INC. AND NAKOMA INVESTMENTS, LLC (TOGETHER, THE COMMITTEE TO
REALIZE VALUE FOR ORBCOMM OR THE COMMITTEE) FILED A PRELIMINARY
PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION AND EXPECT TO FILE A
DEFINITIVE PROXY. SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FOR USE AT ORBCOMMS
ANNUAL MEETING, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS OF THIS SOLICITATION AND THEIR DIRECT
OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. THE DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY IS AVAILABLE TO ORBCOMM STOCKHOLDERS FROM THE
PARTICIPANTS AT NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV AND AT HTTP://WWW.READMATERIAL.COM/ LEVINSONCOMMITTEE. THE DEFINITIVE PROXY STATEMENT AND
A FORM OF PROXY WILL BE DISSEMINATED TO SECURITY HOLDERS ON OR BEFORE
APRIL 24, 2009.
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
1 |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
2 |
We Are Long-term ORBCOMM Shareholders Disappointed with Managements Consistent Underperformance
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We have been consistently disappointed with the operational, financial and stock price
underperformance of the Company under the management team led by
Jerome and Marc Eisenberg |
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Long-term shareholders, not
short-term traders looking for quick profit |
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Shareholder value has been destroyed,
with stock price down 88% to $1.27 (1) |
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Tired of watching the Company
fail to deliver on substantial growth opportunities |
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We believe ORBCOMM has a unique and valuable collection of communications assets
that positions it to be the leading service provider in rapidly growing M2M
markets |
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32 satellites in orbit, only
global commercial wireless messaging system optimized for narrowband communications |
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Target markets projected 32% CAGR over the next six years (2) |
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Jerome and Marc Eisenberg have presided over what we believe has been a flawed
business strategy compounded by ineffective management,
jeopardizing the Companys growth prospects |
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Pursued flawed strategy of
positioning Company as a pure wholesaler of satellite transport services |
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Passive
management with limited market engagement capabilities, lacking applications &
end-user customer focus |
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Has resulted in consistently disappointing subscriber and
ARPU growth, key metrics to growing revenue and profit |
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Stated willingness to delay
satellite replenishment schedule to conserve cash, jeopardizing growth |
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The current Board of Directors has presided over this period of underperformance |
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Directors Jerome Eisenberg and Marco Fuchs, who stand for re-election this
year, have been directors of ORBCOMM since 2004, and directors of its predecessor company
since 2001 |
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Father and son relationship between Chairman and CEO creates clear potential for significant conflict of interest
for both Messrs. Eisenberg, and concentrates overwhelming influence within one immediate family
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(1) |
% decline from IPO price of $11/share to $1.27 following 2008 earnings release on 3/16/2009 |
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(2) |
CAGR estimates per Harbor Research and Company presentation, based on connected devices |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
3 |
And We are Seeking Change that will Benefit All Shareholders |
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We believe that the Boards credibility must be restored through the
election of two new independent Directors (one of whom we believe should
immediately become the Companys CEO) who will be committed to holding management
accountable for the Companys future performance |
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We are asking shareholders to vote in favor of: |
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Our two director nominees,
Steven Chrust and Michael Miron, to replace the
two directors up for re-election |
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De-staggering of the Board such that all
directors stand for re-election at each years annual meeting |
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We believe that the Board will benefit from our nominees entrepreneurial
approach, fresh perspectives, operational
experience and commitment to remedy the Companys failed strategies and
stagnating financial performance and to deliver results and
increase value for all shareholders |
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If elected, our nominees will work with management and the other Board members to
represent all shareholders, and will seek to address ORBCOMMs
underperformance by enhancing the senior management team, implementing a
strategic re-direction and improving operational execution |
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We are seeking to strengthen the shareholder value orientation of the Board of ORBCOMM |
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Two of eight directorships to establish strong shareholder representation on the Board
that will foster an open-minded, deliberative process, free of intra-family influences |
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Help the Company execute a new business plan that capitalizes on substantial growth
opportunities and generates strong returns for the benefit of all shareholders |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
4 |
If Elected, Our Nominees Will Urge the Following Agenda |
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Appoint Michael Miron to the position of Chief Executive Officer |
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Mandate to execute aggressive
growth plan that fully realizes the opportunities enabled by Companys assets |
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Draw on experience creating, developing and transforming businesses enabled or leveraged
by information technologies |
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Evaluating operations and developing recommendations
for improving performance and creating shareholder value |
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Implement a strategic re-direction by aggressively focusing on market engagement and by
fostering the development and deployment of applications to drive subscriber and
ARPU growth |
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Aggressive go-to-market
strategy focused on facilitating the development and deployment of
applications critical to re-vitalizing subscriber growth |
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Substantial opportunities to introduce higher value-added functionality to drive
ARPU increases over time |
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Objectively evaluate managements performance and augment the management team in
vital areas, including the addition of senior market engagement
officers |
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VP of Marketing and Sales, VP of Customer Engineering |
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Objectives and highly qualified candidates identified |
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Seek a capital raise of at least $25 million to provide greater certainty that there is
adequate cash for financing the full deployment of the next generation of
satellites in a timely manner |
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We question Companys
ability to finance in timely fashion from existing cash and operating cash flow |
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Management willing to defer launch schedule to conserve cash, jeopardizing future growth and increasing enterprise risk |
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Various potential financing partners have expressed strong interest in Company with
enhanced management |
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Confident in ability to raise financing, and existing
shareholders would have ability to participate |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
5 |
Greater Shareholder Value Focus on the Board of ORBCOMM |
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Seek to establish strong shareholder representation and foster an open-minded, deliberative process, free of intra-family influences. |
The two directors standing for re-election have the longest tenure on the Board |
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Class III |
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Marco Fuchs, Age 46 Director Since February 2004 |
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Class I |
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Gary H. Ritondaro, Age 62
Director Since November 2006 |
Term Expires 2009 |
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Member of the board of directors of ORBCOMM LLC since 2001 and of ORBCOMM Holdings LLC from 2001 to February 2004
Currently the Chief Executive Officer and Chairman of the Managing Board of OHB
Technology A.G. (technology and space) |
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Term Expires 2010 |
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Class III |
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Jerome B. Eisenberg, Age 69 Non-Executive Chairman, Director Since February 2004
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Class II |
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Marc J. Eisenberg, Age 42 Director Since March 2008
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Term Expires 2009 |
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Non-executive Chairman of the Board since March 31, 2008 Chairman and Chief Executive Officer from January 2006 to March 2008 |
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Term Expires 2011 |
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Chief Executive Officer since March 31, 2008 Mr. Eisenberg is the son of Jerome B. Eisenberg |
Class I |
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Didier Delepine, Age 61
Director Since May 2007 |
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Class II |
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Timothy Kelleher, Age 46
Director Since March 2008
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Term Expires 2010 |
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Term Expires 2011 |
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Class I |
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Hans E. W. Hoffmann, Age 75
Director Since November 2006 |
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Class II |
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John Major, Age 63
Director Since April 2007
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Term Expires 2010 |
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Term Expires 2011 |
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Source: Company 2009 Proxy
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
6 |
II. |
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Chairman and CEO Have Presided Over Underperformance |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
7 |
Jerome and Marc Eisenberg Have Presided Over Substantial Shareholder Value Destruction |
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ORBCOMM shares down 88% since the IPO, 89% since the follow-on offering, and 77% since Marc Eisenberg was appointed CEO, significantly underperforming benchmarks and peers.
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ORBC |
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Share Performance through March 16, 2009 |
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ORBC Excess Return |
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Date |
Share Price |
Major Company Event |
ORBC |
IXTC |
Russell 2000 |
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vs. IXTC |
vs. Russell 2000 |
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11/3/2006 |
$11.00 |
Initial Public Offering (pricing) |
-88% |
-35% |
-48% |
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-54% |
-40% |
5/24/2007 |
$11.62 |
Follow on Offering |
-89% |
-43% |
-53% |
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-46% |
-36% |
2/22/2008 |
$5.61 |
Marc Eisenberg Announced as CEO |
-77% |
-40% |
-44% |
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-37% |
-33% |
3/31/2008 |
$4.96 |
Marc Eisenberg Effective as CEO |
-74% |
-39% |
-44% |
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-36% |
-31% |
3/16/2009 |
$1.27 |
Full Year 2008 Earnings Released |
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Source: CapitalIQ
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
8 |
ORBCOMM Possesses a Unique and Valuable Collection of Communications Assets |
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ORBCOMM operates a low-cost global satellite network optimized for narrowband M2M communications: telematics, position reporting,
remote monitoring, systems control, emergency messaging, etc. ORBCOMMs assets are well-suited to certain M2M markets:
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(1) Includes 5 launched in 2008
Source: Company filings
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
9 |
ORBCOMM Has an Attractive and Scalable Business Model |
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As the low-cost global coverage M2M provider with a single worldwide technology platform, ORBCOMM has an attractive recurring revenue
business model.
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Recurring service revenue
model currently generating monthly ARPU of $5.00 $5.50 with significant potential
to increase |
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Recurring, long-lived subscription service fees |
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Airtime fees |
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One-time low-cost equipment sale with no subsidy |
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Very low churn (<1%)
service becomes embedded in customer operations |
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Low cost network
(capital and operations): |
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$9 million per satellite including launch |
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$4-5 million per gateway |
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Network replenishment underway (~$250 million vs. $1 billion+ for other LEO satellite providers) |
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Potential for very high returns at scale |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
10 |
ORBCOMM Target Markets Have Substantial Opportunity for Growth |
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ORBCOMM target markets are projected to grow at a 32% CAGR, from about 19 million connected
devices to more than 100 million devices over the next six years. |
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Core target vertical markets expected to grow to 421 million addressable units by 2014E |
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Connected device penetration expected to increase from 5% in 2008E to 24% in 2014E |
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Connected units growth projected at 32% CAGR to 102 million units by 2014E |
Source: Harbor Research, Inc. and Company presentation
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
11 |
Yet, Managements Flawed Strategies and Ineffective Execution Have Resulted in Consistently Weak Subscriber, ARPU and Revenue Growth |
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ORBCOMM management has delivered slowing subscriber growth far below the opportunities
available, leading to disappointing revenue growth. |
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Quarterly Results Since Initial Public Offering |
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Annual Results |
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Q4'06 |
Q1'07 |
Q2'07 |
Q3'07 |
Q4'07 |
Q1'08 |
Q2'08 |
Q3'08 |
Q4'08 |
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2006 |
2007 |
2008 |
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Observations |
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Subscriber Communicators (000s) |
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Net Additions |
26 |
25 |
28 |
40 |
33 |
29 |
40 |
22 |
18 |
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112 |
126 |
109 |
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'08 declining net adds |
End of Period Subscribers |
225 |
250 |
278 |
318 |
351 |
380 |
420 |
442 |
460 |
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225 |
351 |
460 |
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% Sequential Growth |
13.0% |
11.1% |
11.2% |
14.4% |
10.4% |
8.3% |
10.5% |
5.3% |
4.0% |
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99.1% |
56.0% |
31.0% |
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Rapidly decelerating in '08 |
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Revenues ($ millions) |
$6.3 |
$6.0 |
$6.6 |
$6.9 |
$8.7 |
$5.9 |
$7.7 |
$8.0 |
$8.5 |
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$24.5 |
$28.2 |
$30.1 |
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% Sequential Growth |
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-5.8% |
11.2% |
4.3% |
25.2% |
-32.1% |
31.4% |
3.2% |
6.9% |
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57.9% |
14.8% |
6.9% |
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'08 yoy growth only 6.9% |
% Quarter over Prior Year Growth |
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-1.4% |
16.6% |
15.3% |
-1.5% |
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Service revenues ($ millions) |
$3.4 |
$4.0 |
$4.2 |
$4.6 |
$5.0 |
$4.9 |
$5.8 |
$6.3 |
$6.9 |
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$11.6 |
$17.7 |
$23.8 |
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% Sequential Growth |
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16.3% |
6.8% |
7.9% |
9.8% |
-2.9% |
18.6% |
10.1% |
8.3% |
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48.1% |
53.2% |
34.4% |
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Rapidly decelerating in '08 |
% Quarter over Prior Year Growth |
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22.9% |
36.5% |
39.2% |
37.3% |
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ARPU (1) |
$5.34 |
$5.54 |
$5.32 |
$5.09 |
$4.98 |
$4.43 |
$4.80 |
$4.90 |
$5.07 |
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$5.70 |
$5.21 |
$4.82 |
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Declining ARPU |
% Sequential Growth |
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4% |
-4% |
-4% |
-2% |
-11% |
8% |
2% |
3% |
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-9% |
-8% |
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Adjusted EBITDA ($ millions) (2) |
($1.0) |
($1.7) |
($0.9) |
($0.5) |
$1.3 |
$0.2 |
$0.6 |
$0.6 |
$0.2 |
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($7.2) |
($1.8) |
$1.6 |
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Stagnant '08 quarterly EBITDA |
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(1) Implied derived from Revenues and average Subscriber Communicators. |
(2) Adjusted EBITDA as defined by the Company in its public filings. |
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Flawed pure wholesale market engagement strategy leaving channel partners to develop and deploy applications |
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2008 net subscriber additions of only 109k vs. May 08 guidance of 170-190k |
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Minimal positive Adjusted EBITDA, we believe due to underinvestment in business |
Source: Data in table from Company filings
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
12 |
Management Has Repeatedly Missed its Own Guidance |
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ORBCOMM management has consistently missed its own guidance on all-important subscriber
growth, and has withdrawn guidance for 2009, indicating a lack of confidence in the business. |
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Guidance Date |
Metric |
Guidance Range |
Actual Result |
Actual vs. Low- End of Guidance |
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2008 |
March 11, 2008
March 11, 2008
March 11, 2008 |
2008 Net Subscriber Adds
2008 Service Revenues
2008 Adjusted EBITDA |
170,000-190,000
$22-25 million
Positive |
109,000
$23.8 million
$1.6 million |
-36%
Met target
Met target |
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2007 |
March 15, 2007
March 15, 2007 |
2007 Net Subscriber Adds
2007 Total Revenues |
150,000-170,000
$34-38 million |
126,000
$28.2 million |
-16%
-17% |
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Even Marc Eisenberg referred to 2008 subscriber growth as disappointing in the 2008 Q4 earnings call |
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We believe subscriber growth is the most important driver of future revenue and profitability |
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Our action plan is aimed at re-invigorating growth of subscribers |
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In 2007, a period of overall rising economic activity, management missed on both net subscriber adds and revenues |
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No guidance planned for 2009, indicating lack of confidence in the business |
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Goal of achieving positive full-year Adjusted EBITDA can be important milestone for growing company |
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However, we believe it was achieved by management intentionally under investing in the business at the cost of
putting the Company on a sustained lower growth path |
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Given highly scalable model, Adjusted EBITDA could be much higher with greater emphasis on revenue growth |
Source: Guidance data from Company
filings and press releases
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
13 |
Accordingly, Views Regarding ORBCOMMs Growth Outlook Have Been Greatly Reduced, and the Stock Price Has Suffered |
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Following consistently disappointing results, Wall Street research analysts have revised their growth and profitability estimates down substantially.
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Subscribers estimates for 2010E now less than for 2008E in July 2007.2010E down 72%
Revenue estimates for 2010E now less than for 2008E in July 2007. 2010E down 77% Expenses / investment in the business
have been curtailed to enhance quarterly EBITDA Operations continue at sub-scale with
essentially no cash flow from operations |
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Stock price = $1.27, 88% below IPO |
Note: Stock price as of 3/16/2009 following 2008 full year earnings release
Source: Based on CIBC/Oppenheimer, Cowen and Raymond James equity analyst research reports.
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
14 |
Flawed Business Strategy and Ineffective Management at Fault |
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Despite the Companys well-positioned assets and attractive market opportunity, ORBCOMM has
underperformed against its vast potential and growth expectations, primarily due to the lack of aggressive market engagement capability / plans. |
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Limited end-user and applications customer development focus |
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Exclusive marketing through domestic and international Value Added Remarketers (VARs) and OEMs |
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Limited presence at industry events and functions |
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Limited customer announcements |
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No visible technology platform programs to leverage customer engagement |
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Leaves applications development to channel partners or customers |
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No ability to drive solutions through key markets |
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Vacant VP Marketing & Sales leadership |
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Position held by Marc Eisenberg prior to his appointment as CEO in March 2008 |
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Misguided pride in no customer acquisition costs |
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Limited sales and marketing efforts |
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Mistakenly assumes customers will actively seek out Companys pure transport offering |
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Flawed organizational management |
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Minimal sales and marketing personnel |
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Limited organizational growth since IPO, indicating underinvestment in capability building |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
15 |
Lack of Customer Engagement |
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ORBCOMMs lack of customer engagement is evidenced by the limited number of customer announcements by the Company over the last three years
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Source: ORBCOMM web site through 12/31/08
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
16 |
Lack of Applications Focus |
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and its lack of applications focus is illustrated by the continuing web site placeholder on
customer examples, which is unique among telecommunications service companies, and is now no
longer on the site. |
Source: ORBCOMM web site 3/25/2009
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
17 |
Results in Reduced Growth Prospects |
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The lack of market engagement capabilities and flawed pure wholesale strategy virtually guarantees reduced growth prospects,
resulting in managements actions to raise cash conservation to primary focus.
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Subscriber and service revenue growth at low-end of or below reduced guidance and expectations |
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Expenses curtailed to produce required quarterly Adjusted EBITDA |
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Reiteration of determination to avoid raising capital |
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Second generation launches deferred now into 2011 potentially |
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Continued operations at sub-scale |
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Continued weak stock price with market cap below book cash |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
18 |
Marc Eisenberg Does Not Have the Requisite Background and Expertise to Lead and Execute an Aggressive Growth Plan |
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Steven Chrust has over the years repeatedly suggested to Jerome Eisenberg that the Company recruit skilled and experienced
professional management to oversee and direct its growth into a larger-scale enterprise, a typical strategy for young growing
companies. Mr. Eisenberg, however, ignored this advice and instead the Board appointed his son Marc as the Companys CEO. |
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Marc Eisenbergs experience prior to joining ORBCOMM while it was under his fathers leadership |
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From 1999 to 2001, Senior Vice President of Cablevision Electronics Investments, where among his duties he was responsible
for selling Cablevision services such as video and internet subscriptions through its retail channel |
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From 1984 to 1999, various positions, most recently as Senior Vice President of Sales and Operations with consumer
electronics company The Wiz, where he oversaw sales and operations |
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The Wiz had filed for bankruptcy protection on December 16, 1997 |
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Cablevision acquired substantially all of the assets of The Wiz in February 1998, in bankruptcy |
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Cablevisions Retail Electronics segment (The Wiz) reported operating losses of $24 million and $87 million, respectively,
in the years ended December 1998 and 1999 |
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Prior to joining ORBCOMM, limited relevant, material experience or expertise in corporate management or in information and
telecommunications technologies |
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Father and son relationship between Chairman and CEO creates clear potential for significant
conflict of interest |
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Concentrates overwhelming influence within one immediate family |
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2 of 8 directorships disproportionate influence over Company given share ownership interest |
While ORBCOMM shareholders have watched their shares decline by 88% since the IPO,
Marc and Jerome Eisenberg together have received total compensation of $6 million in 2007 and 2008 |
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Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
19 |
Summary: An Opportunity to Realize Substantial Growth Potential |
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ORBCOMM requires an adjustment to its strategy and a change in management to realize the substantial growth potential enabled by its satellite network. |
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Attractive markets with long-term substantial growth drivers |
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Global infrastructure, counter terrorism, homeland security, emergency response, environmental concerns, hazardous material
tracking drive growth in global M2M needs |
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ORBCOMM competitive advantage in target markets |
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Strategy adjustments needed |
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Focus on facilitating applications enablement and development |
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Create channel partnership and industry marketing programs |
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Enable wider technology platform access |
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Enhance underperforming management |
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Build go-to-market capability and accelerate pace |
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Change operational tempo and style |
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Enhance underperforming, inexperienced management team |
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Inject at least $25 million of additional capital |
|
|
Address investor concerns on adequacy of network replenishment financing |
|
|
Accelerate the introduction of new services (e.g., AIS) |
|
|
Mitigate risk of increasing latency resulting from continued aging and degradation of first generation constellation |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
20 |
III. |
|
Our Board Nominees and Our Action Plan |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
21 |
Our Two Director Nominees Have Extensive Relevant Experience |
|
|
Extensive experience creating, developing, transforming and managing businesses enabled or leveraged by information technologies. A
general manager, business founder, strategist, business developer and investor in a variety of large and small businesses, with track
record of identifying and creating value in both new and existing businesses.
Founder of MM & Company, an independent consultant/advisor to innovative
technology based businesses
From 2000-2005, Chairman and Chief Executive of ContentGuard, a digital
rights management company he created and spun out of Xerox Corporation
From 1998 to 2000, Senior Vice President of Xerox, and in 1999 formed and
became President of the Internet Business Group to create businesses
and extract value from Xerox innovations
From 1996 to 1998, Vice President, Corporate Strategy & Development
at AirTouch Communications, a wireless telecommunications company, now
part of Vodafone, where he directed the creation of joint ventures to
establish wireless operations in the U.S. and internationally
Prior to AirTouch, Managing Director at Salomon Brothers where he worked
with the CEO to determine the overall strategic direction, including the use
of technology to transform key business activities, e.g. initiating the
creation of Yield Book networked fixed income analytics and portfolio
management system, now a large business within Citigroup
He has held management positions at IBM and also been a consultant at
McKinsey & Company
Began his career as a design engineer, designing computer based missile
guidance systems for Ford Aerospace and Communications Corp |
|
|
|
|
Long history in the telecommunications industry with experience ranging from analytical to operational to capital markets. Direct
experience with ORBCOMM as an early investor, longtime shareholder and paid advisor during the past 5 years. Has a broad network of
valuable and highly relevant relationships that would bring value to the Company. Has been on the Boards of Directors of a number of private and public
companies, and currently on the Boards of eTelemetry, Inc., Iris
Wireless and Juniper Content Corporation
Founder and a Senior Principal, Member of Centripetal Capital Partners, LLC,
a private equity investment firm
Founder and President of SGC Advisory Services, Inc., a financial services company
Co-founded WinStar Communications and served as its Vice Chairman from 1993 until
the end of 1998, during which time the enterprise value grew substantially
From 1970 to 1985, at Sanford C. Bernstein & Co., a financial institution and
investment management firm that is currently known as Alliance Bernstein,
an AXA Company. He became a partner in 1976 and served as its Director
of Technology Research and was the top ranked Telecommunications analyst
for most of the decade between 1975-1985
Served as Chairman of ALTS, the industry association of local telecom carriers;
a featured lecturer at the Harvard Business School; a member of the
Association for Investment Management and Research and the New York
Society of Security Analysts |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
22 |
If Elected, Our Nominees Will Urge the Following Agenda |
|
|
Appoint Michael Miron to the position of Chief Executive Officer |
|
|
Mandate to execute aggressive growth plan that fully realizes the opportunities enabled by Companys assets |
|
|
Draw on experience creating, developing and transforming businesses enabled or leveraged by information technologies |
|
|
Evaluating operations and developing recommendations for improving performance and creating shareholder value |
|
Implement a strategic re-direction by aggressively focusing on market engagement and by fostering the development and
deployment of applications to drive subscriber and ARPU growth |
|
|
Aggressive go-to-market strategy focused on facilitating the development of
applications critical to re-vitalizing subscriber growth |
|
|
Substantial opportunities to introduce higher value-added functionality to drive ARPU increases over time |
|
Objectively evaluate managements performance and augment the management team in vital areas, including the addition of
senior market engagement officers. Objectives and highly qualified candidates identified |
|
|
VP of Marketing and Sales |
|
|
Re-orient marketing & sales efforts to include applications / end-user orientation |
|
|
Adjust personnel & accelerate market engagement to drive subscriber growth and expand usage |
|
|
VP of Customer Engineering |
|
|
Work with third parties to deploy applications and hardware that expand the market and drive usage |
|
|
Identify and develop applications, an SDK, a set of APIs, hardware interfaces to facilitate solutions development and
deployment |
|
Seek a capital raise of at least $25 million to provide greater certainty that there is adequate cash for financing the full
deployment of the next generation of satellites in a timely manner |
|
|
We question Companys ability to finance in timely fashion from existing cash and operating cash flow |
|
|
Management willing to defer launch schedule to conserve cash, jeopardizing future growth |
|
|
Various potential financing partners have expressed strong interest in Company with enhanced management |
|
|
Confident in ability to raise financing, and existing shareholders would have ability to participate |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
23 |
Revised Business Plan More Aggressive Market Engagement |
|
Opportunity to change management, shift the business strategy to a greater applications/customer focus, pursue a more aggressive
go-to-market plan to exploit the network assets and drive subscriber and ARPU growth. |
Revised Business Plan |
|
Stepped up market engagement, with new capabilities/skills for |
|
|
Active engagement of 3rd parties through application / platform development programs |
|
|
Facilitation of applications and solutions deployment through focused vertical market programs |
|
|
Selected marketing direct to end-users |
|
More aggressive and visible industry marketing |
|
Active VAR and OEM management and partnering |
|
Selected enabling technology acquisitions |
|
Increased operational tempo and style |
Benefits |
|
Gain more customer visibility and awareness |
|
Faster development of new end-user applications that are core to a customers business, creating greater customer value add |
|
Increase growth of subscribers and ARPUs |
|
Expand revenue opportunity and share of customer dollar |
|
Deeper penetration within customer base and customer stickiness |
|
Reach operational scale faster by exploiting network assets |
Contrary to managements incorrect assertions, our strategy
does NOT entail spending $25 million to get into the VAR business and compete with customers |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
24 |
The Need for Applications / Solutions Focus |
|
A key factor for success for new providers of disruptive technology platforms is to work with channel and technology partners as well
as selected end users to develop applications and solutions that address specific needs in order to: |
|
Accelerate customer adoption: New technologies require a provider to actively
work with technology and channel partners and end-users on vertical applications
that address specific needs. |
|
Leverage network technology platform: Aggressively partner to build solution
ecosystems to address needs that can be easily and rapidly propagated across
industries, thereby growing usage. |
|
Take advantage of first mover opportunities: ORBCOMM must aggressively exploit
its unique assets, or risk that potential customers may find imperfect substitutes
over time with applications that have some fit, embedding those solutions in their
business operations with high switching costs. |
|
Minimize difficulties of current economic environment: Need to architect turnkey
solutions that do not require IT project development within customer environment
that are deployable in the current year with variable costs and very near term payback.
Otherwise it is difficult to get adopted in normal corporate budgeting
(particularly for large OEMs). |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
25 |
Case Study: Commercial Transport |
|
Today, Commercial Transport generates low ARPUs from basic services such as position reporting. By focusing more on the end-user and
working with VARs to implement additional services, ORBCOMM can substantially ramp revenues through increased
usage, something that may not happen as quickly if left to channel partners and customers to pursue. |
Benefits:
|
Deeper penetration within current customer base |
|
Expansion to new customers |
|
Additional applications dramatically increase margins |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
26 |
Case Study: Heavy Equipment |
|
Similarly, heavy equipment usage has substantial potential for increased ARPUs through more active customer engagement, as well as to
ensure that un-activated subscriber units are not shipped again (as reported in 3Q 08 results). |
Benefits:
|
Deeper penetration within current customer base |
|
Expansion to new customers |
|
Additional applications dramatically increase margins |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
27 |
Case Study: Automated Identification System |
|
ORBCOMMs new capability to receive signals from the 68,000 ships equipped with the Automatic Identification System (AIS)1 represents
another opportunity to realize substantial growth. Compelling applications that make use of this data must be developed to realize
full value from it.
|
1 As required by the International Maritime Organization (IMO) Safety
of Life at Sea (SOLAS) Agreement for ships over 300 tons
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
28 |
Case Study: Automated Identification System
|
|
Today, ships are monitored solely from ship or shore-based locations. Even the largest provider, Lloyds Maritime Information Unit,
does so from 6,900 ports and terminals. |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
29 |
Case Study: Automated Identification System Potential |
|
ORBCOMM has the potential to surpass all of todays AIS data providers with truly global seamless AIS data coverage, including
offshore, opening huge additional market potential - particularly as the number of AIS capable satellites grows beyond the current 5
with network replenishment. However, more active engagement of customers and a focus on creating applications that drive demand will
be required in order to realize the potential opportunities such as: |
|
Selling individual subscriptions to AIS monitoring (Lloyds' current pricing $1,200 - $15,000 per year) |
|
Contract with US Coast Guard to monitor all ships approaching US (80,000 port calls per year) |
|
Provide AIS data to US Military to integrate with intelligence data for planning, logistics and operational tracking (will
likely require a backup to the Network Control Center) |
|
Contracts with other governments for security, safety and tracking (subject to US Government approval) |
|
Integration with ORBCOMM subscriber communicators on shipping containers to provide container security and tracking services
for US ports |
|
Information and asset tracking services to oil tanker fleets, fishing fleets, passenger shipping companies, etc. |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
30 |
Companys Ability to Fully Finance Second Generation of Satellites is Questionable |
|
We believe that investors are concerned regarding the Companys ability to fund the deployment of its second generation satellites in
a timely fashion, and as a result the stock trades with an overhang. |
|
|
(1) |
$117 million contract with Sierra Nevada Corp., less estimated $24.6 million spent to date (as of 12/31/08, per 10-K) |
|
(2) |
Launch costs based on $50-60 million estimate from management (UBS conference), plus $5 million maint./ ground stations costs
estimate |
|
(3) |
Based on Oppenheimer research report dated 3/16/2009 for 2009E-11E, 2012E extrapolated |
|
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
31 |
Without Rapidly Accelerating EBITDA, Cash Depleted in 2011 |
|
Management has stated its willingness to defer the launch schedule in order to conserve cash. |
($ millions) |
2009E |
|
2010E |
|
2011E |
|
2012E |
|
Cumulative |
|
Illustrative P&L and Operating Cash Flow |
|
|
|
|
|
|
|
|
|
Total Revenue |
$38.2 |
|
$44.2 |
|
$54.7 |
|
$68.4 |
|
|
% Growth |
27% |
|
16% |
|
24% |
|
25% |
|
|
Operating Income |
(4.5) |
|
(1.0) |
|
4.9 |
|
9.8 |
|
|
Depr & Amort |
6.2 |
|
6.2 |
|
6.2 |
|
6.3 |
|
|
Non-Cash Stock Comp |
4.0 |
|
4.0 |
|
4.0 |
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
5.7 |
|
9.2 |
|
15.1 |
|
20.1 |
|
$50.0 |
% Adjusted EBITDA margin |
14.9% |
|
20.8% |
|
27.5% |
|
29.4% |
|
|
Interest Income |
0.7 |
|
1.1 |
|
0.4 |
|
- |
|
|
Other Income |
0.2 |
|
0.2 |
|
0.2 |
|
0.2 |
|
|
Interest Expense |
(0.2) |
|
(0.2) |
|
(0.2) |
|
(0.2) |
|
|
Minority Interest |
(0.6) |
|
(0.6) |
|
(0.6) |
|
(0.6) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating Cash Flow |
$5.8 |
|
$9.7 |
|
$14.9 |
|
$19.5 |
|
$49.9 |
|
Funding Capacity Roll-forward |
|
|
|
|
|
|
|
|
|
Beginning Cash (Net) |
$79.8 |
|
$55.6 |
|
$28.3 |
|
($16.8) |
|
|
Plus: Operating Cash Flow |
5.8 |
|
9.7 |
|
14.9 |
|
19.5 |
|
$49.9 |
Less: Estimated CAPEX (1) |
(30.0) |
|
(37.0) |
|
(60.0) |
|
(30.0) |
|
($157.0) |
|
|
|
|
|
|
|
|
|
|
Ending Cash (Net) |
$55.6 |
|
$28.3 |
|
($16.8) |
|
($27.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: 2009E-2011E per Oppenheimer Research dated 3/16/2009, 2012E subjectively extrapolated
(1) Based on management guidance given at Raymond James conference |
We believe at least $25 million new capital is needed to provide certainty regarding funding
the deployment of the second generation of satellites in a timely fashion.
|
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
32 |
Why You Should Vote For Our Nominees |
|
|
The Chairman and CEO have presided over substantial underperformance and value destruction |
|
|
Consistently disappointed on growth objectives due to a flawed strategy and ineffective execution |
|
|
Share price down 88% since the IPO and 77% since Marc Eisenberg appointed CEO |
|
|
Clear potential for significant conflict of interest in Chairman and CEO relationship |
|
Our two nominees, Michael Miron and Steven Chrust, would bring to ORBCOMM substantial relevant experience and proven talent |
|
|
Entrepreneurial approach, fresh perspectives, relevant operational experience |
|
|
Commitment to remedy the Companys failed strategies and stagnating financial performance and to deliver results and
increase value for all shareholders |
|
|
Representation for all shareholders |
|
We believe our action plan and our nominees proven ability to execute will set ORBCOMM back on a path of strong, profitable
growth thereby unlocking value from its uniquely positioned assets for the benefit of all shareholders |
|
|
Senior management team enhanced with new talent |
|
|
New growth strategy aggressively focusing on market engagement and applications development |
|
|
Raise capital to ensure adequate funding for second generation satellite network and allay investor and customer concerns |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
33 |
Presentation to RiskMetrics |
We thank you for your time |
Committee to Realize Value for ORBCOMM |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
34 |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
35 |
Managements Claims of its Accomplishments are Overstated
|
|
Management Claim |
Response |
|
ORBCOMM met its fiscal year 2008 financial plan
Our current CEO, Marc Eisenberg, has been
invaluable in overseeing the Companys significant
growth in subscriber communicators and Service
Revenues, allowing the Company to achieve positive
Adjusted EBITDA. |
Management gave full year 2008
guidance on March 11, 2008, including net additions for billable subscriber communicators
of between 170,000 and 190,000 units, and positive full-year Adjusted EBITDA for 2008.
By Marc Eisenbergs own
admission during the Q4 earnings call, the subscriber growth delivered for 2008 was
disappointing coming in at 109,000, 36% below the low end of
managements guidance range. We believe subscriber growth is the most important
driver of future revenue and profitability and our action plan is aimed at re-invigorating
growth of subscribers. While Adjusted EBITDA for 2008 was $1.6 million, we believe
that management met its hurdle through a strategy of underinvesting in the business and, given the highly-scalable operating model of ORBCOMM, Adjusted EBITDA could be
substantially higher if there were greater emphasis on revenue growth. |
your management team,
which over the last year has been led by CEO Marc Eisenberg, has generated results:
ORBCOMMs three-year compounded annual growth rate in subscriber
communicators is 60%, in a market that Harbor Research projects to grow 32.3% from
2008 through 2014. |
Managements most tangible
result which we point to is ORBC share price performance: 88% decline since IPO,
and 77% decline since Marc Eisenberg was announced CEO, both well below the
Companys stated benchmarks. Management refers to achieving a 3-year CAGR of 60%
in market projected to grow at a 32.3% CAGR. We would note that managements
subscriber growth has been rapidly decelerating over the last several quarters.
Specifically, subscriber growth QoQ in Q308 and Q408 was 5% and 4%, respectively, not
boding well for revenue growth heading into 2009. |
the past year has seen
difficult economic and capital market conditions, which have negatively affected
the market value of many companies, including our own. |
While the past year has seen very
challenging economic and capital market conditions, management cannot attribute the poor
share price performance to this entirely. Indeed, ORBCOMMs shares have declined 77%
since Marc Eisenberg became CEO in February 2008, vs. declines of 40% for the IXTC and 44%
for the Russell 2000 over the same time period (measured through March 16, 2009).
ORBCs shares have declined over 30% more than its benchmarks. |
Management changes are already
being implemented
Current CEO was promoted just one year ago |
While Marc Eisenberg was
promoted to CEO in February 2008, he previously served in sales and
marketing roles at the Company since 2002. We believe subscriber growth, an area
for which Marc Eisenberg had direct accountability in his sales role, has been and
remains the number one issue facing the Company, as evidenced by the markedly
decelerating subscriber growth in 2008. |
Management claims it has the right strategy to deliver value for shareholders
Managements WRONG STRATEGY has DESTROYED 88%(1) of share value since the IPO
|
(1) % decline from IPO price of
$11/share to $1.27 following 2008 earnings release on 3/16/2009
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
36 |
Managements Plan Jeopardizes ORBCOMMs Future |
|
Managements plan is to conserve cash through difficult economic environment and space out the
timing of new satellite launches if necessary |
Excerpt from Company Presentation |
|
Our Observations Regarding Managements Claims |
|
|
|
CAPEX Expected Funding Sources
Plans for Capital Spending In 2009 of between $25-$30 million mostly for Next Generation Satellites
Cash on Hand, plus investment returns
$81.0 million cash, cash equivalents, & restricted cash*
Internally Generated Cash Flow from Operations
Positive adjusted EBITDA last five quarters
Positive Cash flow from operations of almost $4.0 million in 2008
Credit Facility of up to $20 million available from satellite vendor, if needed.
* As of December 31, 2008
|
|
Management offers no comprehensive assessment of
how they willfully fund the second generation of
satellites, only that they will incur about $70
million capex in 2009/2010. What happens in 2011?
While management can conserve cash for next year
or two (as demonstrated in managements math
to the left), without dramatic increases in operating
cash flow, we believe the Company will run out of
cash by 2011 unless launches are deferred
We believe opportunity cost of retrenching,
and not aggressively pursuing growth in rapidly
growing M2M market, will be enormous and
painfully felt in revenue growth
Slower top-line growth trajectory will manifest
in multiples of reduced operating cash flow,
desperately needed if the funding gap is to be
bridged
We believe there is great enterprise risk
associated with the aging of the first
generation constellation, impacting
latency, system performance, service quality,
and customer acquisition
Finally, a $25 million capital raise would
most certainly NOT dilute existing shareholders
by as much as 50%, as claimed by management
50% dilution from a $25 million capital raise
implies a $25 million market cap pre-funding.
Management would need to destroy yet
substantially more shareholder value and drive
ORBC shares to about 60 cents per share
before reaching a market cap of $25 million |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
37 |
Dont Be Distracted by Managements Diversionary Tactics |
|
In an attempt to distract from the true issue at hand - managements consistently poor performance -
management has launched attacks on the character of our nominees. |
Management Statement |
Response |
|
Mr. Miron has a litigious past and led a class action suit
against his former companys majority shareholders and directors |
Mr. Mirons litigious past consists of one suit defending
shareholder rights and fiduciary obligations whereby Mr. Miron uncovered a
conspiracy between certain parties to strip the business for which he had
fiduciary duty of certain assets through related party transactions consummated
in secret. Mr. Miron took his fiduciary duties and contractual obligations
seriously and proceeded with litigation against the offending parties, and only
after other attempts to convince the parties to remedy the situation were
rebuffed. The matter ended in settlement. |
Mr. Miron has no known operating experience since 2005 and
no record of success since 2005 |
Mr. Miron has served as a consultant to technology companies since 2005, and
in keeping with confidentiality agreements, does not publicize the success of
his clients. He has turned down two CEO offers, preferring to find the right
opportunity where he can bring his talents to building and growing a company
that has great potential. He believes ORBCOMM presents this right opportunity where he can bring his experience to bear for the benefit of the Company and
its shareholders. |
Mr. Miron participated in a failed SPAC attempt in 2008 |
Mr. Miron was part of a group of operating executives who aimed to apply operating
improvements to the negotiated acquisition of an operating division of a large
company, rather than competitively bid for a business. Subsequent to filing
documents in early 2008, the market for SPACs closed and the executives
decided not to proceed with the transaction. |
Mr. Mirons only claimed satellite experience is overseeing a failed
investment in GlobalStar |
AirTouch invested in GlobalStar
before Mr. Mirons involvement. Mr. Miron understood that the value proposition
of coverage was flawed since the terrestrial networks were being built out at a much more
robust rate than assumed in the GlobalStar business plan. Accordingly, AirTouch proceeded
slowly on operating commitments. Mr. Mirons satellite experience with GlobalStar was
instructive on the need for compelling value propositions to attract customers beyond
unique technology and coverage. |
Mr. Miron has conflicts of interest as a Director since he has
already negotiated a capital raising fee |
Mr. Miron agreed to engage in a capital raising effort due to his strong belief that
the Company must urgently address the risk of increased latency from continued
degradation of the 1st generation constellation and the need to enable new services. The decision to raise capital
and the fee arrangement must be approved by the Companys board of
directors, and Mr. Miron would not share in any portion of such fee. |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
38 |
Dont Be Distracted
by Managements Diversionary Tactics (Contd) |
|
In an attempt to distract
from the true issue at hand managements consistently poor performance management has launched
attacks on the character of our nominees. |
Management Statement |
Response |
|
Implied Mr. Chrust caused the
decline of 98% in Juniper Content Corp following his addition to the Board
through a $900k deal |
Mr. Chrust was one of five board members. The funding of $900k was done when the
stock was trading at $0.02 and was done at a conversion rate of $0.10. The
transaction had nothing to do with the price of the stock declining. Moreover,
it was the only available funding the company had at a time when it needed
capital. |
Mr. Chrust failed as Vice
Chairman and Director at Winstar leading to bankruptcy filing |
WinStars enterprise value
grew substantially during Mr. Chrusts tenure. Shortly after his departure,
the business again nearly doubled in value. The company was not forced into bankruptcy
until 2-3 years after his departure during which time the debt of the company grew
dramatically. Billions of dollars of value were created during his term as Vice
Chairman and was only lost well after his departure. |
Our nominees are conflicted and
motivated by $$$ at Shareholder Expense
Michael Miron is obligated to use
best efforts to cause ORBC to pay financing fees associated with the proposed $25 million
equity raise of $750k and 5% of capital raised
Equates to $2 million in fees or 8%,
well over market rates for a public company, for $25 million in financing
Mr.
Chrust is positioned to receive 25% of these fees as a consultant or $500k
|
Our motivation is to advocate for
desperately needed change at ORBCOMM: enhanced management capability, more
aggressive go-to-market strategy, and funding to ensure survivability and to execute on
the long-term growth plan. We believe that these changes will set ORBCOMM back on a
path of strong growth and ultimately lead to the increase in share value value
which current management has destroyed through ineffective management and a misguided
strategy. Mr. Miron cannot be conflicted in negotiating a capital raising fee, which is
subject to board approval and in which he has no interest. Although the fee to Mr.
Chrust was discussed with a number of large long time shareholders, and was not a major
issue, it has become the focus of the Companys diversionary attack on us.
Accordingly, Mr. Chrust has decided to terminate any fee arrangement for capital raising
so as to enable the focus to be restored to the central issue of increasing shareholder
value. |
Total payment to Messrs.
Chrust, Miron, their associates, and unnamed financial advisory firm
$2.5 million
Total value of investment in ORBCOMM by dissident shareholders $750
thousand
|
Mr. Miron would receive no element of any fee related to a capital raise. As noted
above, neither would Mr. Chrust. The capital raising transaction and the
associated financial advisory firms fee would be subject to board
approval. The current value of our shares is down substantially as a result
of the staggering value destruction at the Company overseen by current
management (~$400 million since the follow-on), which is what is motivating this
action. |
|
Unlocking Value from a
Uniquely Positioned But Under-Managed Asset |
39 |