
Forward Looking Statements This shareholder letter
contains forward-looking statements regarding future events and our
future results that are subject to the safe harbors created under
the Securities Act of 1933 and the Securities Exchange Act of 1934.
Forward-looking statements include, among others, statements that
refer to the proposed acquisition of Inmarsat (the Inmarsat
Transaction) and any statements regarding the expected timing,
benefits, synergies, growth opportunities and other financial and
operating benefits thereof, the closing of the Inmarsat Transaction
and timing or satisfaction of regulatory and other closing
conditions, or the anticipated operations, financial position,
liquidity, performance, prospects or growth and scale opportunities
of the combined company; the impact of the novel coronavirus
(COVID-19) pandemic on our business; our expectations regarding an
end to the pandemic and a lessening of its effects on our business,
including expectations for increased airline passenger traffic
(including new IFC service activations and return to service of
inactive aircraft), IFC growth, resolution of government
bottlenecks and normalization of government acquisition processes;
projections of earnings, revenue, CAGR, net leverage, capital
investments, costs or other financial items; anticipated growth and
trends in our business or key markets, including expectations for
growth following launch of the ViaSat-3 constellation; the ability
to capitalize on awards received and unawarded IDIQ contract
vehicles; future economic conditions and performance, including
financial guidance and outlook and expectations for performance and
results of operations in FY2022 and beyond; the development,
demand, customer acceptance and anticipated performance of
technologies, products or services; satellite construction and
launch activities, including expectations regarding payload
delivery, integration, testing, completion and launch of our
ViaSat-3 class satellites and commencement of commercial service;
the performance and anticipated benefits of our ViaSat-3 class
satellites and any future satellite we may construct or acquire;
the expected completion, capacity, service, coverage, service
speeds and other features of our satellites, and the timing, cost,
economics and other benefits associated therewith; anticipated
subscriber growth; plans, objectives and strategies for future
operations; international growth and expansion opportuni ties; the
number of future “tails in service” or additional aircraft under
existing contracts with commercial airlines anticipated to be put
into service with our IFC systems, as well as any statements
regarding existing and prospective orders from current and new IFC
customers; and other characterizations of future events or
circumstances, are forward-looking statements. Readers are
cautioned that these forward-looking statements are only
predictions and are subject to risks, uncertainties and assumptions
that are difficult to predict. Factors that could cause actual
results to differ materially include: risks and uncertainties
related to the pending Inmarsat Transaction, including the failure
to obtain, or delays in obtaining, required regulatory approvals or
clearances; the risk that any such approval may result in the
imposition of conditions that could adversely affect us, the
combined company or the expected benefits of the Inmarsat
Transaction; the failure to satisfy any of the closing conditions
to the Inmarsat Transaction on a timely basis or at all; any
adverse impact on our business as a result of uncertainty
surrounding the Inmarsat Transaction; the nature, cost and outcome
of any legal proceedings related to the Inmarsat Transaction; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement for the
Inmarsat Transaction, including in circumstances requiring us to
pay a termination fee; the risk that our stock price may decline
significantly if the Inmarsat Transaction is not consummated; the
failure to obtain the necessary debt financing arrangements set
forth in the commitment letters received in connection with the
Inmarsat Transaction; risks that the Inmarsat Transaction disrupts
current plans and operations or diverts management’s attention from
its ongoing business; the effect of the announcement of the
Inmarsat Transaction on our ability to retain and hire key
personnel and maintain relationships with our customers, suppliers
and others with whom we do business; our ability to successfully
integrate Inmarsat operations, technologies and employees; our
ability to realize anticipated benefits and synergies of the
Inmarsat Transaction, including the expectation of enhancements to
our products and services, greater revenue or growth opportunities,
operating efficiencies and cost savings; our ability to ensure
continued perform ance and market growth of the combined company’s
business; our ability to realize the anticipated benefits of the
ViaSat-3 class satellites and any future satellite we may construct
or acquire; unexpected expenses related to our satellite projects;
our ability to successfully implement our business plan for our
broadband services on our anticipated timeline or at all; capacity
constraints in our business in the lead-up to the launch of
commercial services on our ViaSat-3 satellites; risks associated
with the construction, launch and operation of satellites,
including the effect of any anomaly, operational failure or
degradation in satellite performance; the impact of the COVID-19
pandemic on our business, suppliers, consumers, customers, and
employees or the overall economy; our ability to realize the
anticipated benefits of our other acquisitions or strategic
partnering arrangements, including the RigNet and EBI acquisitions;
our ability to successfully develop, introduce and sell new
technologies, products and services; audits by the U.S. Government;
changes in the global business environment and economic conditions;
delays in approving U.S. Government budgets and cuts in government
defense expenditures; our reliance on U.S. Government contracts,
and on a small number of contracts which account for a significant
percentage of our revenues; reduced demand for products and
services as a result of continued constraints on capital spending
by customers; changes in relationships with, or the financial
condition of, key customers or suppliers; our reliance on a limited
number of third parties to manufacture and supply our products;
increased competition; introduction of new technologies and other
factors affecting the communications and defense industries
generally; the effect of adverse regulatory changes (including
changes affecting spectrum availability or permitted uses) on our
ability to sell or deploy our products and services; changes in the
way others use spectrum; our inability to access additional
spectrum, use spectrum for additional purposes, and/or operate
satellites at additional orbital locations; competing uses of the
same spectrum or orbital locations that we utilize or seek to
utilize; the effect of recent changes to U.S. tax laws; our level
of indebtedness and ability to comply with applicable debt
covenants; our involvement in litigation, including intellectual
property claims and litigation to protect our proprietary
technology; and our dependence on a limited number of key
employees. In addition, please refer to the risk factors contained
in our SEC filings available at www.sec.gov, including our most
recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to revise or update
any forward-looking statements for any reason. Shareholder Letter |
Q4 Fiscal Year 2022 10