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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 41-2118289 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number)
(Former name, former address and formal fiscal year, if changed since last report)
Large accelerated filero | Accelerated filerþ | Non-accelerated filero | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
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June 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 24,718 | $ | 17,026 | ||||
Restricted cash | 1,000 | 1,000 | ||||||
Marketable securities | 54,788 | 67,902 | ||||||
Accounts receivable, net of allowances for doubtful accounts of $511 and $557 | 8,350 | 4,536 | ||||||
Inventories | 2,139 | 172 | ||||||
Prepaid expenses and other current assets | 1,721 | 1,377 | ||||||
Deferred income taxes | 90 | 117 | ||||||
Total current assets | 92,806 | 92,130 | ||||||
Satellite network and other equipment, net | 73,486 | 71,684 | ||||||
Goodwill | 9,099 | — | ||||||
Intangible assets, net | 7,876 | 1,114 | ||||||
Restricted cash | 2,220 | 3,030 | ||||||
Deferrred income taxes | 105 | 141 | ||||||
Other assets | 1,383 | 1,092 | ||||||
Other investment | — | 2,278 | ||||||
Total assets | $ | 186,975 | $ | 171,469 | ||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,272 | $ | 2,143 | ||||
Accrued liabilities | 6,861 | 6,043 | ||||||
Current portion of note payable | 125 | — | ||||||
Current portion of deferred revenue | 2,286 | 2,134 | ||||||
Total current liabilities | 12,544 | 10,320 | ||||||
Note payable — related party | 1,606 | 1,416 | ||||||
Note payable, net of current portion | 3,490 | — | ||||||
Deferred revenue, net of current portion | 1,400 | 1,239 | ||||||
Other liabilities | 258 | 375 | ||||||
Total liabilities | 19,298 | 13,350 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
ORBCOMM Inc. stockholders’ equity | ||||||||
Series A convertible preferred stock, par value $0.001; 1,000,000 shares authorized; 183,550 and 0 shares issued and outstanding | 1,834 | — | ||||||
Common stock, par value $0.001; 250,000,000 shares authorized; 45,630,194 and 42,616,950 shares issued and outstanding | 46 | 43 | ||||||
Additional paid-in capital | 243,260 | 234,125 | ||||||
Accumulated other comprehensive income | 1,206 | 1,126 | ||||||
Accumulated deficit | (77,856 | ) | (76,584 | ) | ||||
Total ORBCOMM Inc. stockholders’ equity | 168,490 | 158,710 | ||||||
Noncontrolling interests | (813 | ) | (591 | ) | ||||
Total equity | 167,677 | 158,119 | ||||||
Total liabilities and equity | $ | 186,975 | $ | 171,469 | ||||
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Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues: | ||||||||||||||||
Service revenues | $ | 8,980 | $ | 7,277 | $ | 16,377 | $ | 14,159 | ||||||||
Product sales | 1,829 | 560 | 2,315 | 1,095 | ||||||||||||
Total revenues | 10,809 | 7,837 | 18,692 | 15,254 | ||||||||||||
Costs and expenses(1): | ||||||||||||||||
Costs of services | 3,775 | 3,060 | 7,238 | 6,196 | ||||||||||||
Costs of product sales | 1,366 | 349 | 1,656 | 672 | ||||||||||||
Selling, general and administrative | 4,649 | 4,020 | 9,070 | 8,182 | ||||||||||||
Product development | 281 | 159 | 455 | 323 | ||||||||||||
Acquisition-related costs | 778 | — | 1,035 | — | ||||||||||||
Total costs and expenses | 10,849 | 7,588 | 19,454 | 15,373 | ||||||||||||
Income (loss) from operations | (40 | ) | 249 | (762 | ) | (119 | ) | |||||||||
Other income (expense): | ||||||||||||||||
Interest income | 44 | 55 | 98 | 92 | ||||||||||||
Other income (expense) | (307 | ) | 39 | (206 | ) | (81 | ) | |||||||||
Interest expense | (78 | ) | (48 | ) | (126 | ) | (96 | ) | ||||||||
Total other income (expense) | (341 | ) | 46 | (234 | ) | (85 | ) | |||||||||
Income (loss) from continuing operations before income taxes | (381 | ) | 295 | (996 | ) | (204 | ) | |||||||||
Income taxes | 195 | — | 306 | — | ||||||||||||
Income (loss) from continuing operations | (576 | ) | 295 | (1,302 | ) | (204 | ) | |||||||||
Loss from discontinued operations | — | (3,479 | ) | — | (3,570 | ) | ||||||||||
Net loss | (576 | ) | (3,184 | ) | (1,302 | ) | (3,774 | ) | ||||||||
Less: Net income (loss) attributable to the noncontrolling interests | (35 | ) | 112 | (30 | ) | 257 | ||||||||||
Net loss attributable to ORBCOMM Inc. | $ | (541 | ) | $ | (3,296 | ) | $ | (1,272 | ) | $ | (4,031 | ) | ||||
Net loss attributable to ORBCOMM Inc.: | ||||||||||||||||
Income (loss) from continuing operations | $ | (541 | ) | $ | 183 | $ | (1,272 | ) | $ | (461 | ) | |||||
Loss from discontinued operations | — | (3,479 | ) | — | (3,570 | ) | ||||||||||
Net loss attributable to ORBCOMM Inc. | $ | (541 | ) | $ | (3,296 | ) | $ | (1,272 | ) | $ | (4,031 | ) | ||||
Per share information-basic: | ||||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.00 | $ | (0.03 | ) | $ | (0.01 | ) | |||||
Loss from discontinued operations | — | (0.08 | ) | — | (0.08 | ) | ||||||||||
Net loss attributable to ORBCOMM Inc. | $ | (0.01 | ) | $ | (0.08 | ) | $ | (0.03 | ) | $ | (0.09 | ) | ||||
Per share information-diluted: | ||||||||||||||||
Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.00 | $ | (0.03 | ) | $ | (0.01 | ) | |||||
Loss from discontinued operations | — | (0.08 | ) | — | (0.08 | ) | ||||||||||
Net loss attributable to ORBCOMM Inc. | $ | (0.01 | ) | $ | (0.08 | ) | $ | (0.03 | ) | $ | (0.09 | ) | ||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 44,211 | 42,563 | 43,472 | 42,561 | ||||||||||||
Diluted | 44,211 | 42,613 | 43,472 | 42,561 | ||||||||||||
(1) Stock-based compensation included in costs and expenses: | ||||||||||||||||
Costs of services | $ | 25 | $ | 29 | $ | 60 | $ | 43 | ||||||||
Selling, general and administrative | 364 | 557 | 589 | 973 | ||||||||||||
Product development | 7 | 6 | 10 | 8 | ||||||||||||
$ | 396 | $ | 592 | $ | 659 | $ | 1,024 | |||||||||
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Six months ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (1,302 | ) | $ | (3,774 | ) | ||
Adjustments to reconcile net loss to net cash provided by | ||||||||
operating activities: | ||||||||
Change in allowance for doubtful accounts | (46 | ) | (232 | ) | ||||
Depreciation and amortization | 2,550 | 2,301 | ||||||
Accretion on note payable — related party | 66 | 66 | ||||||
Amortization of debt discount for the 6% secured promissory note issued in connection with the acquisition of StarTrak | 3 | — | ||||||
Loss on disposition of other investment in Alanco | 305 | — | ||||||
Stock-based compensation | 659 | 1,024 | ||||||
Foreign exchange (gains) losses | (10 | ) | 83 | |||||
Amortization of premium on marketable securities | 801 | 384 | ||||||
Deferred income taxes | 65 | — | ||||||
Gain on settlement of vendor liabilities | — | (220 | ) | |||||
Dividend received in common stock from other investment | (84 | ) | — | |||||
Impairment charge-net assets held for sale | — | 3,261 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (2,223 | ) | (621 | ) | ||||
Inventories | 119 | 11 | ||||||
Prepaid expenses and other assets | (24 | ) | (50 | ) | ||||
Accounts payable and accrued liabilities | (315 | ) | (803 | ) | ||||
Deferred revenue | (85 | ) | (359 | ) | ||||
Other liabilities | (61 | ) | — | |||||
Net cash provided by operating activities of continuing operations | 418 | 1,071 | ||||||
Net cash provided by operating activities of discontinued operations | — | 23 | ||||||
Net cash provided by operating activities | 418 | 1,094 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (3,844 | ) | (2,655 | ) | ||||
Purchases of marketable securities | (47,497 | ) | (91,800 | ) | ||||
Proceeds from maturities of marketable securities | 59,810 | 45,070 | ||||||
Purchase of other investment | — | (1,356 | ) | |||||
Acquisition of net assets of StarTrak, net of cash acquired of $321 | (1,876 | ) | — | |||||
Change in restricted cash | 810 | (50 | ) | |||||
Net cash provided by (used in) investing activities of continuing operations | 7,403 | (50,791 | ) | |||||
Cash flows from financing activities | ||||||||
Principal payment of note payable | (200 | ) | — | |||||
Payment upon exercise of SARs | (24 | ) | — | |||||
Net cash used in financing activities | (224 | ) | — | |||||
Effect of exchange rate changes on cash and cash equivalents | 95 | 34 | ||||||
Net increase (decrease) in cash and cash equivalents | 7,692 | (49,663 | ) | |||||
Cash and cash equivalents: | ||||||||
Beginning of period | 17,026 | 65,292 | ||||||
End of period | $ | 24,718 | $ | 15,629 | ||||
Supplemental cash flow disclosures: | ||||||||
Noncash investing and financing activities: | ||||||||
Capital expenditures incurred not yet paid | $ | 806 | $ | 1,260 | ||||
Stock-based compensation included in capital expenditures | $ | 29 | $ | 14 | ||||
Accounts receivable exchanged and deferred credit issued as part of consideration for other investment | $ | — | $ | 894 | ||||
Gateway and components recorded in inventory in prior years and used for construction under satellite network and other equipment | $ | 53 | $ | 129 | ||||
Common stock issued as a form of payment for bonus | $ | 125 | $ | — | ||||
6% secured promissory note issued in connection with the acquisition of StarTrak | $ | 3,812 | $ | — | ||||
Series A convertible preferred stock issued in connection with the acquisition of StarTrak | $ | 1,834 | $ | — | ||||
Common stock issued in connection with the acquisition of StarTrak | $ | 8,349 | $ | — | ||||
Cost method investment in Alanco delivered back to Alanco in connection with the acquisition of StarTrak | $ | 2,050 | $ | — | ||||
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Series A convertible preferred stock | Common stock | Additional paid-in | Accumulated other comprehensive | Accumulated | Noncontrolling | Total | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | capital | income | deficit | interests | equity | ||||||||||||||||||||||||||||
Balances, January 1, 2011 | — | $ | — | 42,616,950 | $ | 43 | $ | 234,125 | $ | 1,126 | $ | (76,584 | ) | $ | (591 | ) | $ | 158,119 | ||||||||||||||||||
Vesting of restricted stock units | — | — | 109,957 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | 688 | — | — | — | 688 | |||||||||||||||||||||||||||
Common stock issued for payment of bonus | — | — | 34,115 | — | 125 | — | — | — | 125 | |||||||||||||||||||||||||||
Issuance of Series A convertible preferred stock in connection with the acquisition of StarTrak | 183,550 | 1,834 | — | — | — | 1,834 | ||||||||||||||||||||||||||||||
Issuance of common stock in connection with the acquisition of StarTrak | 2,869,172 | 3 | 8,346 | — | — | 8,349 | ||||||||||||||||||||||||||||||
Payment for exercise of SARs | — | — | — | — | (24 | ) | — | — | — | (24 | ) | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (1,272 | ) | (30 | ) | (1,302 | ) | ||||||||||||||||||||||||
Cumulative translation adjustment | — | — | — | — | — | 80 | — | (192 | ) | (112 | ) | |||||||||||||||||||||||||
Balances, June 30, 2011 | 183,550 | $ | 1,834 | 45,630,194 | $ | 46 | $ | 243,260 | $ | 1,206 | $ | (77,856 | ) | $ | (813 | ) | $ | 167,677 | ||||||||||||||||||
Balances, January 1, 2010 | — | $ | — | 42,455,531 | $ | 42 | $ | 230,512 | $ | 76 | $ | (71,415 | ) | $ | 1,703 | $ | 160,918 | |||||||||||||||||||
Vesting of restricted stock units | — | — | 108,086 | 1 | — | — | — | — | 1 | |||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | 1,038 | — | — | — | 1,038 | |||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | (4,031 | ) | 257 | (3,774 | ) | |||||||||||||||||||||||||
Cumulative translation adjustment | — | — | — | — | — | 372 | 75 | 447 | ||||||||||||||||||||||||||||
Balances, June 30, 2010 | — | $ | — | 42,563,617 | $ | 43 | $ | 231,550 | $ | 448 | $ | (75,446 | ) | $ | 2,035 | $ | 158,630 | |||||||||||||||||||
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Three Months ended | Six Months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Caterpillar Inc. | 22.9 | % | 13.8 | % | 23.6 | % | 13.5 | % | ||||||||
Komatsu Ltd. | 15.5 | % | 15.4 | % | 16.8 | % | 13.7 | % | ||||||||
Hitachi Construction Machinery Co., Ltd. | — | 11.8 | % | 10.1 | % | 12.8 | % | |||||||||
Asset Intelligence | — | 11.5 | % | — | 11.5 | % |
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June 30, | December 31, | |||||||
2011 | 2010 | |||||||
Caterpillar Inc. | 30.4 | % | 19.9 | % | ||||
Asset Intelligence | 12.7 | % | 20.3 | % |
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• | $250 if StarTrak achieves at least $20,000 in total revenues; | ||
• | plus an additional $750 such additional amount to be pro-rated on a straight line basis, if StarTrak achieves between $20,000 and $22,000 in total revenues; | ||
• | plus an additional $250 if StarTrak achieves at least $23,000 in total revenues; and | ||
• | plus an additional $250 if StarTrak achieves at least $24,000 in total revenues. |
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Cash consideration | $ | 1,893 | ||
Forgiveness of 6% secured promissory note advanced to Alanco on February 23, 2011 including interest of $4 | 304 | |||
Contingent earn-out consideration | — | |||
The Company’s investment in preferred stock and common stock of Alanco delivered back to Alanco | 2,050 | |||
$3,900 6% secured promissory note payable issued to a lender and stockholder of Alanco | 3,812 | |||
Issuance of 183,550 shares of Series A convertible preferred stock | 1,834 | |||
Issuance of 2,869,172 shares of common stock (valued at $2.91 per share, which reflects the Company’s common stock closing price on May 16, 2011) | 8,349 | |||
Total | $ | 18,242 | ||
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Cash and cash equivalents | $ | 322 | ||
Accounts receivable | 1,535 | |||
Inventory | 2,085 | |||
Other current and noncurrent assets | 279 | |||
Indemnification assets | 379 | |||
Property, plant and equipment | 303 | |||
Intangible assets | 7,600 | |||
Total identifiable assets acquired | 12,503 | |||
Accounts payable and accrued expenses | (1,755 | ) | ||
Deferred warranty revenues | (400 | ) | ||
Warranty liabilities | (1,050 | ) | ||
Patent infringement claim | (155 | ) | ||
Total liabilities assumed | (3,360 | ) | ||
Net identifiable assets acquired | 9,143 | |||
Goodwill | 9,099 | |||
Total preliminary purchase price | $ | 18,242 | ||
Estimated | ||||||||
useful life (in | ||||||||
years) | Amount | |||||||
Technology and patents | 10 | $ | 3,900 | |||||
Customer relationships | 10 | 2,900 | ||||||
Trademarks | 10 | 800 | ||||||
$ | 7,600 | |||||||
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Net Income (loss) Attributable | Net Income (loss) Available | |||||||||||
Revenues | ORBCOMM Inc. | to Common Stockholders | ||||||||||
Actual from May 17, 2011 to June 30, 2011 | $ | 2,181 | $ | (253 | ) | $ | (253 | ) | ||||
Supplemental pro forma for the three months ended June 30, 2011 | $ | 12,619 | $ | 183 | $ | 165 | ||||||
Supplemental pro forma for the three months ended June 30, 2010 | $ | 11,802 | $ | (3,989 | ) | $ | (4,007 | ) | ||||
Supplemental pro forma for the six months ended June 30, 2011 | $ | 24,232 | $ | (639 | ) | $ | (675 | ) | ||||
Supplemental pro forma for the six months ended June 30, 2010 | $ | 22,840 | $ | (4,831 | ) | $ | (4,867 | ) | ||||
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Threemonths ended | Sixmonths ended | |||||||
June 30,2010 | June 30,2010 | |||||||
Revenues- Product sales | $ | 184 | $ | 429 | ||||
Loss from discontinued operations | $ | (3,479 | ) | $ | (3,570 | ) | ||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net loss | $ | (576 | ) | $ | (3,184 | ) | $ | (1,302 | ) | $ | (3,774 | ) | ||||
Foreign currency translation adjustment | 89 | 280 | (112 | ) | 447 | |||||||||||
Comprehensive loss | (487 | ) | (2,904 | ) | (1,414 | ) | (3,327 | ) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interests | (77 | ) | 200 | (222 | ) | 332 | ||||||||||
Comprehensive loss attributable to ORBCOMM Inc. | $ | (410 | ) | $ | (3,104 | ) | $ | (1,192 | ) | $ | (3,659 | ) | ||||
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Stock appreciation rights | $ | 276 | $ | 454 | $ | 485 | $ | 766 | ||||||||
Restricted stock units | 120 | 138 | 174 | 258 | ||||||||||||
Total | $ | 396 | $ | 592 | $ | 659 | $ | 1,024 | ||||||||
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Weighted-Average | ||||||||||||||||
Remaining | Aggregate | |||||||||||||||
Number of | Weighted-Average | Contractual | Intrinsic Value | |||||||||||||
Shares | Exercise Price | Term (years) | (In thousands) | |||||||||||||
Outstanding at January 1, 2011 | 2,000,667 | $ | 4.07 | |||||||||||||
Granted | 178,000 | 2.91 | ||||||||||||||
Exercised | (4,000 | ) | 2.46 | |||||||||||||
Forfeited or expired | — | — | ||||||||||||||
Outstanding at June 30, 2011 | 2,174,667 | $ | 3.98 | 7.70 | $ | 635 | ||||||||||
Exercisable at June 30, 2011 | 1,426,334 | $ | 4.73 | 7.05 | $ | 204 | ||||||||||
Vested and expected to vest at June 30, 2011 | 2,174,667 | $ | 3.98 | 7.70 | $ | 635 | ||||||||||
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Weighted-Average | ||||||||||||||||
Remaining | Aggregate | |||||||||||||||
Number of | Weighted-Average | Contractual | Intrinsic Value | |||||||||||||
Shares | Exercise Price | Term (years) | (In thousands) | |||||||||||||
Outstanding at January 1, 2011 | 567,146 | $ | 6.00 | |||||||||||||
Granted | 291,333 | 3.39 | ||||||||||||||
Exercised | (19,500 | ) | 2.30 | |||||||||||||
Forfeited or expired | (89,013 | ) | 2.45 | |||||||||||||
Outstanding at June 30, 2011 | 749,966 | $ | 5.50 | 8.17 | $ | 147 | ||||||||||
Exercisable at June 30, 2011 | 458,634 | $ | 6.85 | 7.18 | $ | 142 | ||||||||||
Vested and expected to vest at June 30, 2011 | 749,966 | $ | 5.50 | 8.17 | $ | 147 | ||||||||||
Six months ended | ||||
June 30, | ||||
2011 | 2010 | |||
Risk-free interest rate | 2.14% to 2.34% | 2.27% and 2.65% | ||
Expected life (years) | 5.50 and 6.0 | 5.50 and 6.0 | ||
Estimated volatility | 71.48% to 74.34% | 85.95% and 83.67% | ||
Expected dividends | None | None |
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Weighted-Average Grant | ||||||||
Shares | Date Fair Value | |||||||
Balance at January 1, 2011 | 156,624 | $ | 2.90 | |||||
Granted | 120,000 | 2.97 | ||||||
Vested | (79,957 | ) | 2.30 | |||||
Forfeited or expired | — | — | ||||||
Balance at June 30, 2011 | 196,667 | $ | 3.19 | |||||
For the three months ended June 30, 2011 and 2010, the Company recorded stock-based compensation expense in continuing operations of $120 and $138 related to these RSUs, respectively. For the six months ended June 30, 2011 and 2010, the Company recorded stock-based compensation expense in continuing operations of $174 and $258 related to these RSUs, respectively. As of June 30, 2011, $280 of total unrecognized compensation cost related to these RSUs is expected to be recognized through July 2012. |
The fair value of the time-based RSU awards is based upon the closing stock price of the Company’s common stock on the date of grant. |
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A summary of the status of the Company’s stock options as of June 30, 2011 is as follows: |
Weighted-Average | ||||||||||||||||
Remaining | Aggregate | |||||||||||||||
Number of | Weighted-Average | Contractual | Intrinsic Value | |||||||||||||
Shares | Exercise Price | Term (years) | (In thousands) | |||||||||||||
Outstanding at January 1, 2011 | 757,828 | $ | 2.97 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | — | — | ||||||||||||||
Forfeited or expired | — | — | ||||||||||||||
Outstanding at June 30, 2011 | 757,828 | $ | 2.97 | 2.71 | $ | 357 | ||||||||||
Exercisable at June 30, 2011 | 757,828 | $ | 2.97 | 2.71 | $ | 357 | ||||||||||
Vested and expected to vest at June 30, 2011 | 757,828 | $ | 2.97 | 2.71 | $ | 357 | ||||||||||
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Basic net loss per common share is calculated by dividing net loss attributable to ORBCOMM Inc. by the weighted-average number of common shares outstanding for the period. Diluted net loss per common share is the same as basic net loss per common share, because potentially dilutive securities such as Series A convertible preferred stock, SARs, RSUs and stock options would have an antidilutive effect as the Company incurred a net loss for the three and six months ended June 30, 2011 and 2010. |
The potentially dilutive securities excluded from the determination of diluted loss per share, as their effect is antidilutive, are as follows: |
Six months ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
Series A convertible preferred stock | 305,814 | — | ||||||
SARs | 2,924,633 | 2,559,813 | ||||||
RSUs | 196,667 | 239,957 | ||||||
Stock options | 757,828 | 782,079 | ||||||
4,184,942 | 3,581,849 |
As of June 30, 2011 and December 31, 2010, the marketable securities are recorded at amortized cost which approximates fair market value which was based on Level 1 inputs. All investments mature in one year or less. |
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||
Fair | Unrealized | Unrealized | Fair | Unrealized | Unrealized | |||||||||||||||||||
Value | Losses | Gains | Value | Losses | Gains | |||||||||||||||||||
U.S. government and agency obligations | $ | 28,147 | $ | 20 | $ | 8 | $ | 39,926 | $ | 18 | $ | 5 | ||||||||||||
Corporate obligations | 16,739 | 5 | — | 24,108 | 18 | 3 | ||||||||||||||||||
FDIC-insured certificates of deposit | 9,880 | 5 | — | 3,837 | 3 | — | ||||||||||||||||||
$ | 54,766 | $ | 30 | $ | 8 | $ | 67,871 | $ | 39 | $ | 8 | |||||||||||||
The Company would recognize an impairment loss when the decline in the estimated fair value of a marketable security below the amortized cost is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration of time and the severity to which the fair value has been less than the amortized cost, any adverse changes in the issuer’s financial conditions and the Company’s intent to sell or whether it is more likely than not that it would be required to sell the marketable security before its anticipated recovery. Investments with unrealized losses have been in an unrealized loss position for less than a year. |
As of June 30, 2011 and December 31, 2010, the gross unrealized losses of $30 and $39, respectively, were primarily due to changes in interest rates and not credit quality of the issuer. Accordingly, the Company has determined that the gross unrealized losses are not other-than-temporary at June 30, 2011 and there has been no recognition of impairment losses in its condensed consolidated statements of operations for the three and six months ended June 30, 2011 and 2010. |
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Satellite network and other equipment consisted of the following: |
Useful life | June 30, | December 31, | ||||||||||
(years) | 2011 | 2010 | ||||||||||
Land | $ | 381 | $ | 381 | ||||||||
Satellite network | 1-10 | 33,505 | 32,560 | |||||||||
Capitalized software | 3-5 | 1,725 | 1,646 | |||||||||
Computer hardware | 5 | 1,339 | 1,247 | |||||||||
Other | 5-7 | 1,517 | 1,311 | |||||||||
Assets under construction | 64,445 | 62,374 | ||||||||||
102,912 | 99,519 | |||||||||||
Less: accumulated depreciation and amortization | (29,426 | ) | (27,835 | ) | ||||||||
$ | 73,486 | $ | 71,684 | |||||||||
During the six months ended June 30, 2011 and 2010, the Company capitalized costs attributable to the design and development of internal-use software in the amount of $149 and $107, respectively. Depreciation and amortization expense for the three months ended June 30, 2011 and 2010 was $925 and $533, respectively. This includes amortization of internal-use software of $85 and $72 for the three months ended June 30, 2011 and 2010, respectively. Depreciation and amortization expense for the six months ended June 30, 2011 and 2010 was $1,712 and $1,558, respectively. This includes amortization of internal-use software of $176 and $183 for the six months ended June 30, 2011 and 2010, respectively. |
Assets under construction primarily consist of milestone payments pursuant to procurement agreements which includes, the design, development, launch and other direct costs relating to the construction of the next-generation satellites (See Note 18) and upgrades to its infrastructure and ground segment. |
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Restricted cash consists of the remaining cash collateral of $3,000 for a performance bond required by the FCC in connection with the construction, launch and operation of the 18 next-generation satellites that was authorized in the March 21, 2008 FCC Space Segment License modification. Under the terms of the performance bond, the cash collateral will be reduced in increments of $1,000 upon completion of specified milestones. The Company certified completion of a third milestone. The FCC has not yet issued a ruling on the certification of the third milestone. The Company has classified $1,000 of restricted cash for the third milestone as a current asset and the remaining $2,000 as a non-current asset at June 30, 2011 and December 31, 2010. |
At December 31, 2010, restricted cash also included $680 deposited into an escrow account under the terms of a procurement agreement for the quick-launch satellites. During the six months ended June 30, 2011, $500 was paid to the supplier and the balance of $180 was returned to the Company. |
At December 31, 2010, restricted cash also included $350 placed into certificates of deposit to collateralize a letter of credit with a cellular wireless provider to secure terrestrial communications services and to secure a credit card facility. During the six months ended June 30, 2011, the cellular wireless provider reduced the amount of the letter of credit by $130 which was refunded to the Company. |
The interest income earned on the restricted cash balances is unrestricted and included in interest income in the consolidated statements of operations. |
The Company’s intangible assets consisted of the following: |
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||||||
Useful life | Accumulated | Accumulated | ||||||||||||||||||||||||||
(years) | Cost | amortization | Net | Cost | amortization | Net | ||||||||||||||||||||||
Acquired licenses | 6 | $ | 8,115 | $ | (7,744 | ) | $ | 371 | $ | 8,115 | $ | (7,001 | ) | $ | 1,114 | |||||||||||||
Patents and technology | 10 | 3,900 | (49 | ) | 3,851 | — | — | — | ||||||||||||||||||||
Trademarks | 10 | 800 | (10 | ) | 790 | — | — | — | ||||||||||||||||||||
Customer lists | 10 | 2,900 | (36 | ) | 2,864 | — | — | — | ||||||||||||||||||||
$ | 15,715 | $ | (7,839 | ) | $ | 7,876 | $ | 8,115 | $ | (7,001 | ) | $ | 1,114 | |||||||||||||||
Amortization expense was $467 and $372 for the three months ended June 30, 2011 and 2010, respectively. Amortization expense was $838 and $743 for the six months ended June 30, 2011 and 2010, respectively. |
Years ending December 31, | ||||
Remainder of 2011 | $ | 751 | ||
2012 | 760 | |||
2013 | 760 | |||
2014 | 760 | |||
2015 | 760 | |||
Thereafter | 4,085 | |||
$ | 7,876 | |||
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The Company’s accrued liabilities consisted of the following: |
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
Accrued compensation and benefits | $ | 1,661 | $ | 2,151 | ||||
Accrued interest | 915 | 857 | ||||||
Deferred rent payable | 126 | 112 | ||||||
Warranty | 1,066 | — | ||||||
Other accrued expenses | 3,093 | 2,923 | ||||||
$ | 6,861 | $ | 6,043 | |||||
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As of June 30, 2011, accrued warranty obligations consisted of the following: |
Balance at January 1, 2011 | — | |||
Warranty liabilities assumed from the acquisition of StarTrak (See Note 3) | 1,050 | |||
Warranty expense | 40 | |||
Warranty charges | (24 | ) | ||
Balance at June 30, 2011 | $ | 1,066 | ||
Deferred revenues consisted of the following: |
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
Service activation fees | $ | 2,223 | $ | 2,277 | ||||
Prepaid services | 1,134 | 1,067 | ||||||
Warranty revenues | 307 | — | ||||||
Manufacturing license fees | 22 | 29 | ||||||
3,686 | 3,373 | |||||||
Less current portion | (2,286 | ) | (2,134 | ) | ||||
Long-term portion | $ | 1,400 | $ | 1,239 | ||||
In connection with the acquisition of a majority interest in Satcom in 2005, the Company recorded an indebtedness to OHB Technology A.G. (formerly known as OHB Teledata A.G.), a stockholder of the Company. At June 30, 2011, the principal balance of the note payable was €1,138 ($1,639) and it had a carrying value of $1,606. At December 31, 2010, the principal balance of the note payable was €1,138 ($1,514) and it had a carrying value of $1,416. The carrying value was based on the note’s estimated fair value at the time of acquisition. The difference between the carrying value and principal balance is being amortized to interest expense over the estimated life of the note of six years. The amortization to interest expense related to the note for the three months and six months ended June 30, 2011 and 2010 was $33 and $66, respectively. This note does not bear interest and has no fixed repayment term. Repayment will be made from the distribution profits (as defined in the note agreement) of ORBCOMM Europe LLC. The note has been classified as long-term and the Company does not expect any repayments to be required prior to June 30, 2012. |
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On May 16, 2011, the Company issued a $3,900 6% secured promissory note to a existing lender and stockholder of Alanco. The note bears interest at 6.00% per annum. The note is secured by substantially all of the assets of StarTrak and guaranteed by ORBCOMM Inc. The Company made a $200 principal payment on May 16, 2011 in accordance with the terms of note agreement. As of June 30, 2011, the note payable balance is presented net of the unamortized debt discount of $85 (See Note 3). For the three and six months ended June 30, 2011, the Company recognized debt discount of $3, which is included in interest expense. The remaining principal payments are due in quarterly installments beginning on March 31, 2012 with a balloon payment due on December 31, 2015 is as follows: |
Years ending December 31, | ||||
Remainder of 2011 | $ | — | ||
2012 | 250 | |||
2013 | 300 | |||
2014 | 400 | |||
2015 | 2,750 | |||
$ | 3,700 | |||
As part of the purchase price to acquire StarTrak, the Company issued 183,550 shares of Series A convertible preferred stock. |
Holders of the Series A convertible preferred stock are entitled to receive a cumulative 4% dividend annually (calculated on the basis of the redemption price of $10.00 per share) payable quarterly in additional shares of the Series A convertible preferred stock. As of June 30, 2011, dividends in arrears was $9. |
Shares of the Series A convertible preferred stock are convertible into 1.66611 shares of common stock: (i) at the option of the holder at any time up to two years from the issuance date or (ii) at the option of the Company beginning six months from the issuance date and if the average closing market price for the Company’s common stock for the preceding twenty consecutive trading days equals or exceeds $11.20 per share. |
Each share of the Series A convertible preferred stock is entitled to one vote for each share of common stock into which the preferred stock is convertible. |
In the event of any liquidation, sale or merger of the Company the holders of the Series A convertible preferred stock are entitled to receive prior to and in preference over the common stock, an amount equal to $10.00 per share plus unpaid dividends. |
The Series A convertible preferred stock may be redeemed by the Company for an amount equal to the issuance price of $10.00 per share plus all unpaid dividends at any time after two years from the issuance date. |
During the six months ended June 30, 2011, the Company issued 34,115 shares of its common stock as a form of payment for bonuses. |
As of June 30, 2011, the Company has reserved 9,242,030 shares of common stock for future issuances related to employee stock compensation plans. |
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The Company operates in one reportable segment, M2M data communications. Other than satellites in orbit, long-lived assets outside of the United States are not significant. The following table summarizes revenues on a percentage basis by geographic regions, based on the country in which the customer is located. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
United States | 85 | % | 79 | % | 84 | % | 79 | % | ||||||||
Japan | 14 | % | 15 | % | 15 | % | 16 | % | ||||||||
Other | 1 | % | 6 | % | 1 | % | 5 | % | ||||||||
100 | % | 100 | % | 100 | % | 100 | % | |||||||||
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On May 5, 2008, the Company entered into a procurement agreement with Sierra Nevada Corporation (“SNC”) pursuant to which SNC will construct eighteen low-earth-orbit satellites in three sets of six satellites (“shipsets”) for the Company’s next-generation satellites (the “Initial Satellites”). Under the agreement, SNC will also provide launch support services, a test satellite (excluding the mechanical structure), a satellite software simulator and the associated ground support equipment. Under the agreement, the Company had the option, which expired on May 5, 2011, to order up to thirty additional satellites substantially identical to the Initial Satellites (the “Optional Satellites”) at specified firm fixed prices. The Company and SNC are in discussions regarding extending the date by which the Optional Satellites are exercisable, as well as the price for the Optional Satellites. |
The total contract price for the Initial Satellites is $117,000, subject to reduction upon failure to achieve certain in-orbit operational milestones with respect to the Initial Satellites or if the pre-ship reviews of each shipset are delayed more than 60 days after the specified time periods described below. The Company has agreed to pay SNC up to $1,500 in incentive payments for the successful operation of the Initial Satellites five years following the successful completion of in-orbit testing for the third shipset of six satellites. |
The agreement also requires SNC to complete the pre-ship review of the Initial Satellites (i) no later than 24 months after the execution of the agreement for the first shipset of six satellites, (ii) no later than 31 months after the execution of the agreement for the second shipset of six satellites and (iii) no later than 36 months after the execution of the agreement for the third shipset of six satellites. SNC has not completed any of the pre-ship reviews of the Initial Satellites within the original required periods. The Company and SNC are in discussions regarding the impact of such delay, which may lead to a delay in commencing the SpaceX Launch Services schedule as described below. Payments under the agreement began upon the execution of the agreement and continue upon SNC’s successful completion of each payment milestone. |
On August 31, 2010, the Company entered into two additional task order agreements with SNC in connection with the procurement agreement discussed above. Under the terms of the launch vehicle changes task order agreement, SNC will perform the activities to launch eighteen of the Company’s next-generation satellites on a SpaceX Falcon 1E or Falcon 9 launch vehicle. The total price for the launch activities is cost reimbursable up to $4,110 that is cancelable by the Company, less a credit of $1,528. Any unused credit can be applied to other activities under the task order agreement, or the original procurement agreement if application to the task order agreement becomes impossible or impracticable. Under the terms of the engineering change requests and enhancements task order agreement, SNC will design and make changes to each of the next-generation satellites in order to accommodate an additional payload-to-bus interface. The total price for the engineering changes requests is cost reimbursable up to $317. Both task order agreements are payable monthly as the services are performed, provided that with respect to the launch vehicle changes task order agreement, the credit in the amount of $1,528 will first be deducted against amounts accrued thereunder until the entire balance is expended. |
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As of June 30, 2011, the Company has made milestone payments of $42,120 under the agreement. The Company anticipates making payments under the agreement of $15,000 during the remainder of 2011. Under the agreement, SNC has agreed to provide the Company with an optional secured credit facility for up to $20,000 commencing 24 months after the execution of the agreement and maturing 44 months after the effective date. If the Company elects to establish and use the credit facility it and SNC will enter into a formal credit facility on terms established in the agreement. |
On August 28, 2009, the Company and Space Exploration Technologies Corp. (“SpaceX”) entered into a Commercial Launch Services Agreement (the “Agreement”) pursuant to which SpaceX will provide launch services (the “Launch Services”) using multiple SpaceX Falcon 1e launch vehicles for the carriage into low-Earth-orbit for the Company’s 18 next-generation commercial communications satellites currently being constructed by SNC. Under the Agreement, SpaceX will also provide to the Company launch vehicle integration and support services, as well as certain related optional services. The Company and SpaceX are in discussions to provide launch services on Falcon 9 launch vehicles instead of the Falcon 1e launch vehicle. |
The Company anticipates that the Launch Services will be performed between the end of 2011 and 2014, subject to certain rights of the Company and SpaceX to reschedule any of the particular Launch Services as needed. The Agreement also provides the Company the option to procure, prior to each Launch Service, reflight launch services whereby in the event the applicable Launch Service results in a failure due to the SpaceX launch vehicle, SpaceX will provide comparable reflight launch services at no additional cost to the Company beyond the initial option price for such reflight launch services. |
The total price under the Agreement (excluding any options or additional launch services) is $46,600, subject to certain adjustments. The amounts due under the Agreement are payable in periodic installments from the date of execution of the Agreement through the performance of each Launch Service. The Company may postpone and reschedule the Launch Services for any reason at its sole discretion, following 12 months of delay for any particular Launch Services. The Company also has the right to terminate any of the Launch Services subject to the payment of a termination fee in an amount that would be based on the date the Company exercises its termination right. |
As of June 30, 2011, the Company has made milestone payments of $10,080 under the SpaceX Agreement. The Company does not anticipate making payments under the agreement during the remainder of 2011. |
On September 28, 2010, the Company and OHB entered into an AIS Satellite Deployment and License Agreement (the “AIS Satellite Agreement”) pursuant to which OHB, through its affiliate Luxspace Sarl (“LXS”), will (1) design, construct, launch and in-orbit test two AIS microsatellites and (2) design and construct the required ground support equipment. Under the AIS Satellite Agreement, the Company will receive exclusive licenses for all data (with certain exceptions as defined in the AIS Satellite Agreement) collected or transmitted by the two AIS microsatellites (including all AIS data) during the term of the AIS Satellite Agreement and nonexclusive licenses for all AIS data collected or transmitted by another microsatellite expected to be launched by LXS. |
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The AIS Satellite Agreement provides for milestone payments totaling $2,000 (inclusive of in-orbit testing) subject to certain adjustments. Payments under the AIS Satellite Agreement began upon the execution of the agreement and successful completion of each milestone through to the launch of the two AIS microsatellites, with the first scheduled for third quarter of 2011 and the second anticipated in early 2012. In addition, to the extent that both AIS microsatellites are successfully operating after launch, the Company will pay OHB lease payments of up to $546, subject to certain adjustments, over thirty-six months. At the Company’s option after thirty-six months it can continue the exclusive licenses for the data with a continuing payment of up to $6 per month. In addition, OHB will also be entitled to credits of up to $500 to be used solely for the microsatellites AIS data license fees payable to the Company under a separate AIS data resale agreement. |
As of June 30, 2011, the Company has made milestone payments of $1,000 under the AIS Satellite Agreement. The Company anticipates making the remaining milestone payments under the agreement of $1,000 during the remainder of 2011. |
In 2001, in connection with the organization of ORBCOMM Europe LLC and the reorganization of the ORBCOMM business in Europe, the Company agreed to grant certain country representatives in Europe approximately $3,736 in airtime credits. The Company has not recorded the airtime credits as a liability for the following reasons: (i) the Company has no obligation to pay the unused airtime credits if they are not utilized; and (ii) the airtime credits are earned by the country representatives only when the Company generates revenue from the country representatives. The airtime credits have no expiration date. Accordingly, the Company is recording airtime credits as services are rendered and these airtime credits are recorded net of revenues from the country representatives. For the three months ended June 30, 2011 and 2010, airtime credits used totaled approximately $8 and $11, respectively. For the six months ended June 30, 2011 and 2010, airtime credits used totaled approximately $16 and $23, respectively. As of June 30, 2011 and December 31, 2010, unused credits granted by the Company were approximately $2,175 and $2,191, respectively |
From time to time, the Company is involved in various litigation matters involving ordinary and routine claims incidental to its business. Management currently believes that the outcome of these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, results of operations or financial condition. |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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• | We estimated the fair value of the contingent earn-out consideration using a probability-weighted discounted cash flow model based upon the expected achievement of the revenue milestones; | ||
• | the future expected cash flows from revenues and acquired technology and the patents and trademarks; | ||
• | the estimated useful lives of the intangible assets acquired; and | ||
• | the discount rates. |
As a result of our acquisition of StarTrak on May 16, 2011, we acquired warranty obligations on StarTrak’s product sales, which provide for costs to replace or fix the product. One-year warranty coverage is accrued on product sales which provide for costs to replace or fix the product. Our analysis of the warranty liabilities associated with the one-year warranty coverage are estimated based on historical costs of StarTrak to replace or fix products for customers, and additional liability for warranty coverage for other specific claims that are expected to be incurred within the next twelve months, for which it is estimated that customers may have a warranty claim. These warranty liabilities have not yet been fair valued. As we continue to gather additional information, these accrual estimates may differ from actual results and adjustments to the estimated warranty liability would be required. We will continue to evaluate warranty liabilities relating to the acquisition of StarTrak throughout the measurement period. If we determine that adjustments to these amounts are required during the remainder of the measurement period such amounts will be recorded as an adjustment to goodwill.
For the warranty costs subsequent to the acquisition date, we accrue for StarTrak’s one-year warranty coverage on product sales estimated at the time of sale based on historical costs to repair or replace products for customers compared to historical product revenues of StarTrak. As we continue to gather additional information these accrual estimates may differ from actual results and adjustments to the estimated warranty liability would be required.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net loss attributable to ORBCOMM Inc. | $ | (541 | ) | $ | (3,296 | ) | $ | (1,272 | ) | $ | (4,031 | ) | ||||
Income tax expense | 195 | — | 306 | — | ||||||||||||
Interest income | (44 | ) | (55 | ) | (98 | ) | (92 | ) | ||||||||
Interest expense | 78 | 48 | 126 | 96 | ||||||||||||
Depreciation and amortization | 1,393 | 904 | 2,550 | 2,301 | ||||||||||||
$ | 1,081 | $ | (2,399 | ) | $ | 1,612 | $ | (1,726 | ) | |||||||
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Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||||||||||
% of | % of | % of | % of | |||||||||||||||||||||||||||||
Total | Total | Total | Total | |||||||||||||||||||||||||||||
Service revenues | $ | 8,980 | 83.1 | % | $ | 7,277 | 92.9 | % | $ | 16,377 | 87.6 | % | $ | 14,159 | 92.8 | % | ||||||||||||||||
Product sales | 1,829 | 16.9 | % | 560 | 7.1 | % | 2,315 | 12.4 | % | 1,095 | 7.2 | % | ||||||||||||||||||||
$ | 10,809 | 100.0 | % | $ | 7,837 | 100.0 | % | $ | 18,692 | 100.0 | % | $ | 15,254 | 100.0 | % | |||||||||||||||||
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Item 3. | Quantitative and Qualitative Disclosures about Market Risks |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Caterpillar Inc. | 22.9 | % | 13.8 | % | 23.6 | % | 13.5 | % | ||||||||
Komatsu Ltd. | 15.5 | % | 15.4 | % | 16.8 | % | 13.7 | % | ||||||||
Hitachi Construction Machinery Co., Ltd. | — | 11.8 | % | 10.1 | % | 12.8 | % | |||||||||
Asset Intelligence | — | 11.5 | % | — | 11.5 | % |
Item 4. | Disclosure Controls and Procedures |
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Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 5. | Other Information |
Item 6. | Exhibits |
3.1 | Certificate of Designation of Series A convertible preferred stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 20, 2011, is incorporated herein by reference. | |||
10. | ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended, filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on May 3, 2011, is incorporated herein by reference. | |||
31.1 | Certification of President and Chief Executive Officer required by Rule 13a-14(a). | |||
31.2 | Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a). | |||
32.1 | Certification of President and Chief Executive Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350. | |||
32.2 | Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350. |
101. INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | This exhibit with this Quarterly Report on Form 10-Q, is deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of ORBCOMM Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing. |
ORBCOMM Inc. (Registrant) | ||||
Date: August 9, 2011 | /s/ Marc J. Eisenberg | |||
Marc J. Eisenberg, | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
Date: August 9, 2011 | /s/ Robert G. Costantini | |||
Robert G. Costantini, | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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Exhibit | ||||
No. | Description | |||
3.1 | Certificate of Designation of Series A convertible preferred stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K Filed on May 20, 2011, is incorporated herein by reference. | |||
10. | ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended, filed as Exhibit 99 to the Company’s Current Report on Form 8-k filed on May 3, 2011, is incorporated herein by reference. | |||
31.1 | Certification of Chief Executive Officer and President required by Rule 13a-14(a). | |||
31.2 | Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a). | |||
32.1 | Certification of Chief Executive Officer and President required by Rule 13a-14(b) and 18 U.S.C. Section 1350. | |||
32.2 | Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350. |
101. INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | This exhibit with this Quarterly Report on Form 10-Q, is deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of ORBCOMM Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing. |
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