Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ORBC | |
Entity Registrant Name | ORBCOMM Inc. | |
Entity Central Index Key | 1,361,983 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 78,422,647 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 28,225 | $ 34,830 |
Accounts receivable, net of allowance for doubtful accounts of $1,083 and $400, respectively | 48,512 | 46,900 |
Inventories | 48,250 | 42,437 |
Prepaid expenses and other current assets | 19,798 | 18,692 |
Total current assets | 144,785 | 142,859 |
Satellite network and other equipment, net | 171,633 | 174,178 |
Goodwill | 166,436 | 166,678 |
Intangible assets, net | 96,058 | 99,339 |
Other assets | 12,686 | 12,036 |
Deferred income taxes | 161 | 104 |
Total assets | 591,759 | 595,194 |
Current liabilities: | ||
Accounts payable | 24,040 | 29,298 |
Accrued liabilities | 43,329 | 33,016 |
Current portion of deferred revenue | 4,631 | 6,263 |
Total current liabilities | 72,000 | 68,577 |
Note payable - related party | 1,400 | 1,366 |
Note payable, net of unamortized deferred issuance costs | 245,325 | 245,131 |
Deferred revenue, net of current portion | 3,304 | 2,459 |
Deferred tax liabilities | 18,519 | 17,646 |
Other liabilities | 11,889 | 13,619 |
Total liabilities | 352,437 | 348,798 |
Commitments and contingencies | ||
ORBCOMM Inc. stockholders' equity | ||
Common stock, par value $0.001; 250,000,000 shares authorized; 75,010,790 and 74,436,579 shares issued at March 31, 2018 and December 31, 2017 | 75 | 74 |
Additional paid-in capital | 413,866 | 411,298 |
Accumulated other comprehensive income | 674 | 256 |
Accumulated deficit | (176,331) | (166,245) |
Less treasury stock, at cost; 29,990 shares at March 31, 2018 and December 31, 2017 | (96) | (96) |
Total ORBCOMM Inc. stockholders' equity | 238,564 | 245,663 |
Noncontrolling interest | 758 | 733 |
Total equity | 239,322 | 246,396 |
Total liabilities and equity | 591,759 | 595,194 |
Series A Convertible Preferred Stock [Member] | ||
ORBCOMM Inc. stockholders' equity | ||
Series A Convertible Preferred Stock, par value $0.001; 1,000,000 shares authorized; 37,544 shares issued and outstanding at March 31, 2018 and December 31, 2017 | $ 376 | $ 376 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Allowances for doubtful accounts | $ 1,083 | $ 400 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 75,010,790 | 74,436,579 |
Treasury stock, shares | 29,990 | 29,990 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 37,544 | 37,544 |
Preferred Stock, shares outstanding | 37,544 | 37,544 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Service revenues | $ 37,992 | $ 29,512 |
Product sales | 29,981 | 22,409 |
Total revenues | 67,973 | 51,921 |
Cost of revenues, exclusive of depreciation and amortization shown below: | ||
Cost of services | 15,548 | 9,569 |
Cost of product sales | 23,511 | 17,648 |
Operating expenses: | ||
Selling, general and administrative | 17,500 | 12,241 |
Product development | 2,813 | 1,588 |
Depreciation and amortization | 12,223 | 11,022 |
Acquisition - related and integration costs | 606 | 228 |
Loss from operations | (4,228) | (375) |
Other income (expense): | ||
Interest income | 475 | 118 |
Other (expense) income | (167) | 5 |
Interest expense | (5,200) | (2,426) |
Total other expense | (4,892) | (2,303) |
Loss before income taxes | (9,120) | (2,678) |
Income taxes | 943 | 623 |
Net loss | (10,063) | (3,301) |
Less: Net income attributable to the noncontrolling interests | 23 | 42 |
Net loss attributable to ORBCOMM Inc. | (10,086) | (3,343) |
Net loss attributable to ORBCOMM Inc. common stockholders | $ (10,086) | $ (3,343) |
Per share information-basic: | ||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (0.13) | $ (0.05) |
Per share information-diluted: | ||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (0.13) | $ (0.05) |
Weighted average common shares outstanding: | ||
Basic | 74,729 | 71,424 |
Diluted | 74,729 | 71,424 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (10,063) | $ (3,301) |
Other comprehensive income - Foreign currency translation adjustments | 420 | 196 |
Other comprehensive income | 420 | 196 |
Comprehensive loss | (9,643) | (3,105) |
Less: Comprehensive (income) attributable to noncontrolling interests | (25) | (36) |
Comprehensive loss attributable to ORBCOMM Inc. | $ (9,668) | $ (3,141) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (10,063) | $ (3,301) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Change in allowance for doubtful accounts | 881 | (36) |
Change in the fair value of acquisition-related contingent consideration | (1,508) | (495) |
Amortization and write off of deferred financing fees | 194 | 229 |
Depreciation and amortization | 12,223 | 11,022 |
Stock-based compensation | 1,707 | 1,524 |
Foreign exchange loss (gain) | 176 | (26) |
Deferred income taxes | 779 | 155 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (2,155) | (6,399) |
Inventories | (5,549) | (151) |
Prepaid expenses and other assets | 1,070 | 1,768 |
Accounts payable and accrued liabilities | 2,076 | (3,461) |
Deferred revenue | (578) | (229) |
Other liabilities | (435) | (98) |
Net cash (used in) provided by operating activities | (1,182) | 502 |
Cash flows from investing activities: | ||
Capital expenditures | (5,623) | (5,645) |
Net cash (used in) investing activities | (5,623) | (5,645) |
Cash flows from financing activities: | ||
Effect of exchange rate changes on cash and cash equivalents | 200 | 75 |
Net decrease in cash and cash equivalents | (6,605) | (5,068) |
Beginning of period | 34,830 | 25,023 |
End of period | 28,225 | 19,955 |
Cash paid for | ||
Interest | 2,194 | |
Noncash investing and financing activities: | ||
Capital expenditures incurred not yet paid | 1,314 | 1,391 |
Stock-based compensation related to capital expenditures | $ 159 | $ 131 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Noncontrolling Interests [Member] |
Beginning balances at Dec. 31, 2016 | $ 281,868 | $ 364 | $ 71 | $ 386,920 | $ (1,089) | $ (104,949) | $ (96) | $ 647 |
Beginning balances, shares at Dec. 31, 2016 | 36,466 | 71,111,863 | 29,990 | |||||
Vesting of restricted stock units | 1 | $ 1 | ||||||
Vesting of restricted stock units, shares | 554,469 | |||||||
Stock-based compensation | 1,498 | 1,498 | ||||||
Exercise of SARs, shares | 29,470 | |||||||
Net income (loss) | (3,301) | (3,343) | 42 | |||||
Foreign currency translation adjustments | 196 | 202 | (6) | |||||
Ending balances at Mar. 31, 2017 | 280,262 | $ 364 | $ 72 | 388,418 | (887) | (108,292) | $ (96) | 683 |
Ending balances, shares at Mar. 31, 2017 | 36,466 | 71,695,802 | 29,990 | |||||
Beginning balances at Dec. 31, 2017 | 246,396 | $ 376 | $ 74 | 411,298 | 256 | (166,245) | $ (96) | 733 |
Beginning balances, shares at Dec. 31, 2017 | 37,544 | 74,436,579 | 29,990 | |||||
Vesting of restricted stock units | 1 | $ 1 | ||||||
Vesting of restricted stock units, shares | 459,039 | |||||||
Stock-based compensation | 1,741 | 1,741 | ||||||
Common stock issued as payment for MPUs | 827 | 827 | ||||||
Common stock issued as payment for MPUs, shares | 81,277 | |||||||
Exercise of SARs, shares | 33,895 | |||||||
Net income (loss) | (10,063) | (10,086) | 23 | |||||
Foreign currency translation adjustments | 420 | 418 | 2 | |||||
Ending balances at Mar. 31, 2018 | $ 239,322 | $ 376 | $ 75 | $ 413,866 | $ 674 | $ (176,331) | $ (96) | $ 758 |
Ending balances, shares at Mar. 31, 2018 | 37,544 | 75,010,790 | 29,990 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business ORBCOMM Inc. (“ORBCOMM” or the “Company”), a Delaware corporation, is a global provider of industrial Internet of Things (“IoT”) solutions, including network connectivity, devices, device management and web reporting applications. The Company’s industrial IoT products and services are designed to track, monitor, control and enhance security for a variety of assets, such as trailers, trucks, rail cars, sea containers, power generators, fluid tanks, marine vessels, diesel or electric powered generators (“gensets”), oil and gas wells, pipeline monitoring equipment, irrigation control systems and utility meters, in industries for transportation & supply chain, heavy equipment, fixed asset monitoring, maritime and government. Additionally, the Company provides satellite Automatic Identification Service (“AIS”) data services to assist in vessel navigation and to improve maritime safety for government and commercial customers worldwide. Through two acquisitions in 2017, the Company added to its transportation product portfolio vehicle fleet management, as well as in-cab and fleet vehicle solutions. The Company provides its services using multiple network platforms, including a constellation of low-Earth orbit (“LEO”) satellites and accompanying ground infrastructure, as well as terrestrial-based cellular communication services obtained through reseller agreements with major cellular (Tier One) wireless providers. The Company also offers customer solutions utilizing additional satellite network service options that the Company obtains through service agreements entered into with multiple mobile satellite providers. The Company’s satellite-based customer solution offerings use small, low power, mobile satellite subscriber communicators for remote asset connectivity, and the Company’s terrestrial-based solutions utilize cellular data modems with subscriber identity modules (“SIMs”). The Company also resells service using the two-way Inmarsat satellite network to provide higher bandwidth, low-latency satellite products and services, leveraging the Company’s IsatDataPro (“IDP”) technology. The Company’s customer solutions provide access to data gathered over these systems via connections to other public or private networks, including the Internet. The Company provides what it believes is the most versatile, leading-edge industrial IoT solutions in its markets to enable its customers to run their business more efficiently. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The accompanying financial statements are unaudited and, in the opinion of management, include all adjustments (including normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations, comprehensive income and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and investments in variable interest entities in which the Company is determined to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The portions of majority-owned subsidiaries that the Company does not own are reflected as noncontrolling interests in the condensed consolidated balance sheets. Investments Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s condensed consolidated results of operations. When the Company does not exercise significant influence over the investee, the investment is accounted for under the cost method. Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities had no carrying value as of March 31, 2018 and December 31, 2017. The Company has no guarantees or other funding obligations to those entities. The Company had no equity in or losses of those investees for the three months ended March 31, 2018 and 2017. Acquisition-related and Integration Costs Acquisition-related and integration costs are expensed as incurred and are presented separately on the condensed consolidated statement of operations. These costs may include professional services expenses and identifiable integration costs directly attributable to acquisitions. Revenue Recognition On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). The Company reviewed its contract portfolio and determined its application of ASU 2014-09 did not have a material impact on the comparability of revenue recognition prior to the adoption of ASU 2014-09. The Company derives recurring service revenues mostly from monthly fees for industrial IoT connectivity services that consist of subscriber-based and recurring monthly usage fees for each subscriber communicator or SIM activated for use on its satellite network and the other satellite networks and cellular wireless networks that the Company resells to its resellers, Market Channel Partners (“MCPs”) and Market Channel Affiliates (“MCAs”), and direct customers. In addition, the Company provides recurring AIS data services for government and commercial customers worldwide. The Company also earns recurring service revenues from activations of subscriber communicators and SIMs, optional separately priced extended warranty service agreements extending beyond the initial warranty period, typically one year, which are billed to the customer upon shipment of a subscriber communicator, and royalty fees relating to the manufacture of subscriber communicators under a manufacturing agreement. Service revenue derived from usage fees are generally based upon the data transmitted by a customer, the overall number of subscriber communicators and/or SIMs activated by each customer, and whether the Company provides services through its value-added portal. Using the output method, these service revenues are recognized over time, as services are rendered, or at a point in time, based on the contract terms. AIS service revenues are generated over time from monthly subscription based services supplying AIS data to its customers and resellers using the output method. Revenues from the activation of both subscriber communicators and SIMs are initially recorded as deferred revenues and are, thereafter, recognized on a ratable basis using a time-based output method, generally over three years, which is the estimated life of the subscriber communicator. Revenues from separately priced extended warranty service agreements extending beyond the initial warranty period of one year are initially recorded as deferred revenues and are, thereafter, recognized on a ratable basis using a time-based output method, generally over two to five years. Revenues generated from royalties relating to the manufacture of subscriber communicators by third parties are recognized at a point in time when the third party notifies the Company of the units it has manufactured and a unique serial number is assigned to each unit by the Company. The Company earns other service revenues from installation services and fees from providing engineering, technical and management support services to customers. Revenues generated from installation services are recognized at a point in time using the output method when the services are completed. Revenues generated from providing engineering, technical and management support services to customers are recognized over time as the service is provided. The Company also generates other service revenues through the sale of software licenses to its customers, which is recognized at a point in time using the output method when the license is provided to the customer. Product revenues are derived from sales of complete industrial IoT telematics devices, modems or cellular wireless SIMs (for the Company’s terrestrial-communication services) to the Company’s resellers (i.e., MCPs and MCAs) and direct customers. Product revenue is recognized at a point in time when title transfers, when the products are shipped or when customers accept the products, depending on the specific contractual terms. Sales of subscriber communicators and SIMs are not subject to return and title and risk of loss pass to the customer generally at the time of shipment. Amounts received prior to the performance of services under customer contracts are recognized as deferred revenues and revenue recognition is deferred until such time that all revenue recognition criteria have been met. Deferred revenues as of March 31, 2018 and December 31, 2017 consisted of the following: March 31, December 31, 2018 2017 Service activation fees $ 5,375 $ 5,509 Prepaid services 2,021 2,754 Extended warranty revenues 539 459 7,935 8,722 Less current portion (4,631 ) (6,263 ) Long-term portion $ 3,304 $ 2,459 During the quarter ended March 31, 2018, the Company recognized revenue of $2,580 which was included as deferred revenue as of December 31, 2017. Shipping costs billed to customers are included in product sales revenues and the related costs are included as costs of product sales. The Company generates revenue from leasing arrangements of subscriber communicators, under FASB Accounting Standards Codification 840 (“ASC 840”) “Leases”, using the estimated selling prices for each of the deliverables recognized. Product and installation revenues associated with these arrangements are recognized upon shipment or installation of the subscriber communicator, depending on the specific contractual terms. Service and warranty revenues are recognized on an accrual basis, as services are rendered, or on a cash basis, if collection from the customer is not reasonably assured at the time the service is provided. The following table summarizes the components of revenue from contracts with customers, as well as revenue recognized under ASC 840: Three Months Ended March 31, 2018 2017 Revenue from contracts with customers: Recurring service revenues $ 36,725 $ 27,945 Other service revenues 1,267 1,567 Total service revenue 37,992 29,512 Product revenue 27,712 22,409 Total revenue from contracts with customers 65,704 51,921 Revenue recognized under ASC 840 2,269 — Total revenues $ 67,973 $ 51,921 The Company enters into contracts with its customers that include multiple performance obligations, which typically include subscriber communicators, monthly usage fees and optional extended warranty service agreements. The Company evaluates each item to determine whether it represents a promise to transfer a distinct good or service to the customer and therefore is a separate performance obligation under ASU 2014-09. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. If an arrangement provided to a customer has a significant and incremental discount on future revenue, such right is considered a performance obligation and a proportionate amount of the discount should be allocated to each element based on the relative standalone selling price of each element, regardless of the discount. The Company has determined that arrangements provided to our customers do not include significant and incremental discounts. The Company has elected not to disclose the value of unsatisfied performance obligations since any of these obligations would have an original expected length of one year or less. Fair Value of Financial Instruments The Company has no financial assets or liabilities that are measured at fair value on a recurring basis. However, if certain triggering events occur the Company is required to evaluate the non-financial assets for impairment and any resulting asset impairment would require that a non-financial asset be recorded at the fair value. FASB ASC Topic 820 “Fair Value Measurement Disclosure” prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1- unadjusted quoted prices for identical assets or liabilities traded in active markets; Level 2 - inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing. The carrying value of the Company’s financial instruments, including cash, restricted cash, accounts receivable and accounts payable approximated their fair value due to the short-term nature of these items. As of March 31, 2018, the carrying amount and the fair value of the Company’s Senior Secured Notes (described in “Note 10 – Note Payable”) were $250,000 and $259,375, respectively. Refer to “Note 10 – Note Payable” for more information. The fair value of the $1,400 book value Note payable - related party is de minimus. Concentration of Risk The Company’s customers are primarily commercial organizations. Accounts receivable are generally unsecured. Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past-due, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible. There were no customers with revenues greater than 10% of the Company’s consolidated total revenues for the three months ended March 31, 2018 and 2017. There were no customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable as of March 31, 2018 and December 31, 2017. As of March 31, 2018, the Company did not maintain in-orbit insurance coverage for its ORBCOMM Generation 1 (“OG1”) or ORBCOMM Generation 2 (“OG2”) satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting its satellite constellation. Inventories Inventories are stated at the lower of cost or net realizable value, determined on a first-in, first-out basis . At March 31, 2018 and December 31, 2017, inventory consisted primarily of finished goods and purchased parts to be utilized by its contract manufacturer totaling $41,783 and $34,465, respectively, and $6,467 and $7,972, respectively, of raw materials, net of inventory obsolescence. Valuation of Long-lived Assets Property and equipment and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company measures recoverability by comparing the carrying amount to the projected cash flows the assets are expected to generate. An impairment loss is recognized to the extent that carrying value exceeds fair value. The Company’s satellite constellation and related assets are evaluated as a single asset group whenever facts or circumstances indicate that the carrying value may not be recoverable. If indicators of impairment are identified, recoverability of long-lived assets is measured by comparing their carrying amount to the projected cash flows the assets are expected to generate. Determining whether an impairment has occurred typically requires the use of significant estimates and assumptions, including the allocation of cash flows to assets or asset groups and, if required, an estimate of fair value for those assets or asset groups. If a satellite were to fail while in-orbit, the resulting loss would be charged to expense in the period it is determined that the satellite is not recoverable. Refer to “Note 6 – Satellite Network and Other Equipment” for more information. Warranty Costs The Company accrues for 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. The warranty accrual is included in accrued liabilities on the consolidated balance sheet. Separately priced extended warranty coverage is recorded as warranty revenue over the term of the extended warranty coverage and the related warranty costs during the coverage period are recorded as incurred. Warranty coverage that includes additional services such as repairs and maintenance of the product are treated as a separate deliverable and the related warranty and repairs/maintenance costs are recorded as incurred. Refer to “Note 8 – Accrued Liabilities” for more information. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”) and is effective for the fiscal years beginning after December 15, 2017. ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The guidance requires application using a retrospective transition method. The Company adopted this standard on January 1, 2018 and expects the retrospective application to impact its classification of certain restricted cash activity in its statement of cash flows in future interim filings. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Blue Tree Systems Limited On October 2, 2017, pursuant to a share purchase agreement (the “Share Purchase Agreement”) entered into by ORBCOMM Technology Ireland Limited, a wholly owned subsidiary of the Company, and Blue Tree Systems Investment Limited, Investec Ventures Ireland Limited and certain individual sellers (collectively, the “Sellers”), the Company completed the acquisition of 100% of the outstanding shares of Blue Tree Systems Limited, for an aggregate consideration of (i) $34,331 in cash, subject to a working capital adjustment; (ii) issuance of 191,022 shares of the Company’s common stock, valued at $10.47 per share, which reflected the Company’s common stock closing price one business day prior to the closing date; and (iii) additional consideration up to $5,750 based on Blue Tree Systems Limited achieving certain operational objections, payable in stock or a combination of cash and stock at the Company’s election (the “Blue Tree Acquisition”). Preliminary Estimated Purchase Price Allocation The Blue Tree Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date (the “Acquisition Method”). The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change during the one year measurement period. During the quarter ended March 31, 2018, the Company recorded a measurement period adjustment related to certain working capital accounts, which resulted in a decrease in goodwill of Amount Cash $ 656 Accounts receivable 2,335 Inventories 1,395 Prepaid expenses and other current assets 992 Property, plant and equipment 72 Intangible assets 12,020 Total identifiable assets acquired 17,470 Accounts payable 4,124 Accrued expenses 778 Deferred tax liability 1,503 Total liabilities assumed 6,405 Net identifiable assets acquired 11,065 Goodwill 26,042 Total preliminary purchase price $ 37,107 Intangible Assets The estimated fair value of the technology and trademark intangible assets was determined using the “relief from royalty method” under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on the costs savings that are available through ownership of the asset by the avoidance of paying royalties to license the use of the assets from another owner (the “Technology and Trademark Valuation Technique”). The estimated fair value of the customer lists was determined using the “excess earnings method” under the income approach, which represents the total income to be generated by the asset (the “Customer List Valuation Technique”). Some of the more significant assumptions inherent in the development of those asset valuations include the projected revenue associated with the asset, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value at the acquisition date of the customer lists and technology was 26.5%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration, a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers. Estimated Useful life (years) Amount Customer lists 10 $ 9,200 Technology 10 2,700 Tradename 1 120 $ 12,020 Goodwill The Blue Tree Acquisition solidified the Company’s transportation offering of fleet management and driver safety solutions to enterprises and industrial companies around the world, who operate large commercial vehicle fleets. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The goodwill attributable to the Blue Tree Acquisition is not deductible for tax purposes. Indemnification Asset In connection with the Share Purchase Agreement, the Company entered into an escrow agreement with the Sellers and an escrow agent. Under the terms of this escrow agreement, $3,675 was placed in an escrow account through April 2019 to fund any indemnification obligations to the Company under the Share Purchase Agreement. Under the terms of the escrow agreement, as of any release date for any portion of the escrow amount, the value of any then submitted and unresolved indemnification claims shall be retained in the escrow amount until such time as the applicable claims are resolved. Contingent Consideration Additional consideration is conditionally due to the Sellers upon achievement of certain financial milestones through December 2018. The fair value measurement of the contingent consideration obligation is determined using Level 3 unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The estimated fair value of the contingent consideration was determined based on the Company’s preliminary estimates using the probability-weighted discounted cash flow approach. As of March 31, 2018 and December 31, 2017, the Company recorded $823 and $776, respectively, in non-current liabilities on the condensed consolidated balance sheet in connection with the contingent consideration. For the three months ended March 31, 2018, an expense of $47 was recorded in SG&A in the condensed consolidated statement of operations for accretion associated with the contingent consideration. inthinc Technology Solutions Inc. On June 9, 2017, pursuant to the asset purchase agreement (the “Asset Purchase Agreement”) entered into by the Company and, inthinc, Inc., inthinc Technology Solutions, Inc., tiwi, Inc., inthinc Telematics, Inc., DriveAware, Inc., inthinc Chile, SP, and inthinc Investors, L.P. (collectively, “inthinc”), the Company completed the acquisition of inthinc for an aggregate consideration of (i) $34,236 in cash, subject to net working capital adjustments, on a debt free, cash free basis; (ii) issuance of 76,796 shares of the Company’s common stock, valued at $9.95 per share, which reflected a 20 trading day average price of the Company’s stock ending June 8, 2017; and (iii) additional contingent consideration of up to $25,000 subject to certain operational milestones, payable in stock or a combination of cash and stock at the Company’s election (the “inthinc Acquisition”). Preliminary Estimated Purchase Price Allocation The inthinc Acquisition has been accounted for using the Acquisition Method. The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change during the one year measurement period. During the quarter ended March 31, 2018, the Company recorded a measurement period adjustment related to accrued expenses, which resulted in an increase in goodwill of $151. The total consideration for the inthinc Acquisition was $44,835, of which $9,835 represents acquisition date contingent consideration at fair value, in a debt free, cash free transaction. The preliminary estimated purchase price allocation for the acquisition is as follows: Amount Accounts receivable $ 2,345 Inventories 906 Prepaid expenses and other current assets 112 Property, plant and equipment 258 Lease receivable 5,067 Intangible assets 16,000 Total identifiable assets acquired 24,688 Accounts payable 4,613 Accrued expenses 275 Other current and non-current liabilities 1,326 Total liabilities assumed 6,214 Net identifiable assets acquired 18,474 Goodwill 26,361 Total preliminary purchase price $ 44,835 Intangible Assets The estimated fair value of the technology intangible assets was determined using the “relief from royalty method” under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on the costs savings that are available through ownership of the asset by the avoidance of paying royalties to license the use of the assets from another owner. The estimated fair value of the customer lists was determined using Customer List Valuation Technique. Some of the more significant assumptions inherent in the development of those asset valuations include the projected revenue associated with the asset, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, as well as other factors. The discount rate used to arrive at the present value at the acquisition date of the customer lists and technology was 12%. The remaining useful lives of the technology were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of this intangible asset. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers. Estimated Useful life (years) Amount Customer lists 15 $ 12,400 Technology 10 3,600 $ 16,000 Goodwill The inthinc Acquisition allows the Company to offer fleet management and driver safety solutions to enterprises and industrial companies around the world, who operate large commercial vehicle fleets. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The goodwill attributable to the inthinc Acquisition is deductible for tax purposes. Indemnification Asset In connection with the Asset Purchase Agreement, the Company entered into an escrow agreement with inthinc and an escrow agent. Under the terms of this escrow agreement, $500 was placed in an escrow account through September 9, 2019 to fund any indemnification obligations to the Company under the Asset Purchase Agreement. Under the terms of the escrow agreement, as of any release date for any portion of the escrow amount, the value of any then submitted and unresolved indemnification claims shall be retained in the escrow amount until such time as the applicable claims are resolved. Acquired Customer Product Liability As a result of the inthinc Acquisition, the Company acquired customer product obligations on inthinc’s product sales. The Company’s analysis of the customer product liabilities are estimated based on the historical costs of inthinc to replace or fix products for customers, as well as installations costs associated with these obligations. As the Company continues to gather additional information, these accrual estimates may differ from actual results and adjustments to the estimated customer product liability would be required. The Company continues to evaluate customer product liabilities relating to the inthinc Acquisition throughout the measurement period. If the Company determines that adjustments to these amounts are required during the remainder of the measurement period, such amounts will be recorded as an adjustment to goodwill. On June 9, 2017, the Company had estimated additional product liabilities obligations of $1,032 relating to customer product obligations it was investigating associated with the inthinc Acquisition. As of March 31, 2018, the Company had a remaining liability of $832 in accrued expenses on the condensed consolidated balance sheet in connection with this acquired product liabilities obligation. Contingent Consideration Additional consideration is conditionally due to the inthinc sellers upon achievement of certain financial milestones through June 2019. The fair value measurement of the contingent consideration obligation is determined using Level 3 unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The estimated fair value of the contingent consideration was determined based on the Company’s preliminary estimates using the probability-weighted discounted cash flow approach. As of March 31, 2018 and December 31, 2017, the Company recorded $7,758 and $9,313 in other non-current liabilities on the condensed consolidated balance sheet in connection with the contingent consideration. One financial milestone for this additional consideration is estimated to be met at a lower than previously estimated level, and therefore, the Company recorded a reduction of the contingent liability of $1,555 in selling, general and administrative (“SG&A”) expenses in the condensed consolidated statement of operations for the quarter ended March 31, 2018. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 4. Stock-based Compensation The Company’s stock-based compensation plan consist of its 2016 Long Term Incentives Plan (the 2016 LTIP”). As of March 31, 2018, there were 4,342,847 shares available for grant under the 2016 LTIP. Total stock-based compensation recorded by the Company for the three months ended March 31, 2018 and 2017 was $1,707 and $1,524, respectively. Total capitalized stock-based compensation for the three months ended March 31, 2018 and 2017 was $159 and $131, respectively. The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Cost of services $ 164 $ 159 Cost of product sales 39 23 Selling, general and administrative 1,292 1,272 Product development 212 70 Total $ 1,707 $ 1,524 As of March 31, 2018, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $6,573. Time-Based Stock Appreciation Rights A summary of the Company’s time-based stock appreciation rights (“SARs”) for the three months ended March 31, 2018 is as follows: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (years) (In thousands) Outstanding at January 1, 2018 2,564,394 $ 5.38 Granted — — Exercised (57,000 ) 5.28 Forfeited or expired — — Outstanding at March 31, 2018 2,507,394 $ 5.32 4.60 $ 9,173 Exercisable at March 31, 2018 2,447,394 $ 5.35 4.49 $ 9,574 Vested and expected to vest at March 31, 2018 2,507,394 $ 5.32 4.60 $ 9,173 For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $60 and $154 relating to these time-based SARs, respectively. As of March 31, 2018, $272 of total unrecognized compensation cost related to the SARs is expected to be recognized through December 2019. The intrinsic value of the time-based SARs exercised during the three months ended March 31, 2018 was $286. Performance-Based Stock Appreciation Rights A summary of the Company’s performance-based SARs for the three months ended March 31, 2018 is as follows: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (years) (In thousands) Outstanding at January 1, 2018 504,473 $ 5.80 Granted — — Exercised (8,100 ) 2.58 Forfeited or expired — — Outstanding at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 Exercisable at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 Vested and expected to vest at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $0 relating to the performance-based SARs, respectively. As of March 31, 2018, there was no unrecognized compensation cost related to these SARs expected to be recognized. The intrinsic value of the performance-based SARs exercised during the three months ended March 31, 2018 was $63. The fair value of each time-based and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below. For the periods indicated the expected volatility was based on the Company’s historical volatility over the expected terms of the SAR awards. Estimated forfeitures were based on voluntary and involuntary termination behavior, as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants. The Company did not grant time-based or performance-based SARs during the three months ended March 31, 2018. Three Months Ended March 31, 2017 Risk-free interest rate 2.10% Expected life (years) 6.0 Estimated volatility factor 59.85% Expected dividends None Time-based Restricted Stock Units A summary of the Company’s time-based restricted stock units (“RSUs”) for the three months ended March 31, 2018 is as follows: Shares Weighted- Average Grant Date Fair Value Balance at January 1, 2018 818,480 $ 9.95 Granted 44,950 10.15 Vested (288,474 ) 8.79 Forfeited or expired (10,941 ) 10.28 Balance at March 31, 2018 564,015 $ 10.17 For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $949 and $700 related to the time-based RSUs, respectively. As of March 31, 2018, $4,623 of total unrecognized compensation cost related to the RSUs is expected to be recognized through March 2021. Performance-based Restricted Stock Units A summary of the Company’s performance-based RSUs for the three months ended March 31, 2018 is as follows: Shares Weighted- Average Grant Date Fair Value Balance at January 1, 2018 444,734 $ 9.48 Granted — — Vested (168,068 ) 9.16 Forfeited or expired (38,288 ) 7.01 Balance at March 31, 2018 238,378 $ 9.98 For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $503 and $440 related to the performance-based RSUs, respectively The fair value of the time-based and performance-based RSU awards are based upon the closing stock price of the Company’s common stock on the date of grant. Performance Units The Company grants Market Performance Units (“MPUs”) to its senior executives based on stock price performance over a three-year 15% of three-year period. As the MPUs contain both a performance and service condition, the MPUs have been treated as a series of three separate awards, or tranches, for purposes of recognizing stock-based compensation expense. The Company recognizes stock-based compensation expense on a tranche-by-tranche basis over the requisite service period for that specific tranche. The Company estimated the fair value of the MPUs using a Monte Carlo Simulation Model that used the following assumptions: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.03% to 2.36% 0.99% to 1.44% Estimated volatility factor 29.0% to 32.0% 30.0% to 33.0% Expected dividends None None For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $123 and $184, respectively, relating to these MPUs, respectively As of March 31, 2018, the Company recorded $368 and $124 in accrued expenses and other non-current liabilities, respectively, in its consolidated balance sheet. in accrued expenses and other non-current liabilities, respectively, in its consolidated balance sheet. In January 2018, the Company issued 81,277 shares of common stock as a form of payment in connection with MPUs for achieving the fiscal year 2015, 2016 and 2017 stock performance target with respect to the 2017 performance year. Employee Stock Purchase Plan The Company’s Board of Directors adopted the ORBCOMM Inc. Employee Stock Purchase Plan (“ESPP”) on February 16, 2016 and the Company’s shareholders approved the ESPP on April 20, 2016. Under the terms of the ESPP, 5,000,000 10% $25 15% For the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $72 and $46, respectively, relating to the ESPP. |
Net Loss Attributable to ORBCOM
Net Loss Attributable to ORBCOMM Inc. Common Stockholders | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Attributable to ORBCOMM Inc. Common Stockholders | 5. Net Loss Attributable to ORBCOMM Inc. Common Stockholders The Company accounts for earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. The numerator in calculating basic and diluted EPS is an amount equal to the net loss attributable to ORBCOMM Inc. common stockholders for the periods presented. The denominator in calculating basic EPS is the weighted average shares outstanding for the respective periods. The denominator in calculating diluted EPS is the weighted average shares outstanding, plus the dilutive effect of stock option grants, unvested SAR and RSU grants and shares of Series A convertible preferred stock for the respective periods. The following sets forth the basic and diluted calculations of EPS for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Net loss attributable to ORBCOMM Inc. common stockholders $ (10,086 ) $ (3,343 ) Weighted average number of common shares outstanding: Basic number of common shares outstanding 74,729 71,424 Dilutive effect of unvested SARs and RSUs and shares of Series A convertible preferred stock — — Diluted number of common shares outstanding 74,729 71,424 Earnings per share: Basic $ (0.13 ) $ (0.05 ) Diluted $ (0.13 ) $ (0.05 ) The computation of net loss attributable to ORBCOMM Inc. common stockholders for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 Net loss attributable to ORBCOMM Inc. $ (10,086 ) $ (3,343 ) Preferred stock dividends on Series A convertible preferred stock — — Net loss attributable to ORBCOMM Inc. common stockholders $ (10,086 ) $ (3,343 ) |
Satellite Network and Other Equ
Satellite Network and Other Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Satellite Network and Other Equipment | 6. Satellite Network and Other Equipment Satellite network and other equipment consisted of the following: March 31, December 31, 2018 2017 Land $ 381 $ 381 Satellite network 193,778 193,292 Capitalized software 51,676 45,062 Computer hardware 5,158 5,189 Other 5,759 5,276 Assets under construction 15,460 16,539 272,212 265,739 Less: accumulated depreciation and amortization (100,579 ) (91,561 ) $ 171,633 $ 174,178 During the three months ended March 31, 2018 and 2017, the Company capitalized internal costs attributable to the design, development and enhancements of the Company’s products and services and internal-use software in the amount of Depreciation and amortization expense for the three months ended March 31, 2018 and 2017 was $8,942 and $8,330, respectively. This includes amortization of internal-use software of For the three months ended March 31, 2018 and 2017, 48% and 65% of depreciation and amortization expense, respectively, relate to cost of services and 12% and 8%, respectively, relate to cost of product sales, as these assets support the Company’s revenue generating activities. As of March 31, 2018 and December 31, 2017 assets under construction primarily consisted of costs associated with acquiring, developing and testing software and hardware for internal and external use that have not yet been placed into service. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the estimated fair values of the underlying net tangible and intangible assets. Goodwill consisted of the following: Amount Balance at January 1, 2018 $ 166,678 Measurement period adjustment (242 ) Balance at March 31, 2018 $ 166,436 Goodwill is allocated to the Company’s one reportable segment, which is its only reporting unit. The Company’s intangible assets consisted of the following: March 31, 2018 December 31, 2017 Useful life Accumulated Accumulated (years) Cost amortization Net Cost amortization Net Customer lists 5 - 15 $ 113,357 $ (32,092 ) $ 81,265 $ 113,357 $ (29,451 ) $ 83,906 Patents and technology 5 - 10 23,424 (8,690 ) 14,734 23,424 (8,080 ) 15,344 Trade names and trademarks 1 - 2 3,003 (2,944 ) 59 3,003 (2,914 ) 89 $ 139,784 $ (43,726 ) $ 96,058 $ 139,784 $ (40,445 ) $ 99,339 At March 31, 2018, the weighted-average amortization period for the intangible assets was 10.5 years. At March 31, 2018, the weighted-average amortization periods for customer lists, patents and technology and trade names and trademarks were 11.0, 9.3 and 1.2 years, respectively. Amortization expense was $3,281 and $2,692 for the three months ended March 31, 2018 and 2017, respectively. Estimated amortization expense for intangible assets is as follows: Amount 2018 (remaining) $ 9,899 2019 12,860 2020 12,554 2021 12,143 2022 11,688 2023 11,438 Thereafter 25,476 $ 96,058 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities The Company’s accrued liabilities consisted of the following: March 31, December 31, 2018 2017 Accrued compensation and benefits $ 9,741 $ 8,637 Warranty 5,181 4,153 Acquired customer product liabilities 832 858 Corporate income tax payable 1,524 1,415 VAT Payable 728 — Accrued satellite network and other equipment 891 595 Accrued inventory purchases 2,575 1,598 Accrued interest expense 10,000 4,944 Accrued professional fees 256 303 Accrued airtime charges 2,451 1,670 Other accrued expenses 9,150 8,843 $ 43,329 $ 33,016 For the three months ended March 31, 2018 and 2017, changes in accrued warranty obligations consisted of the following: March 31, 2018 2017 Balance at January 1, $ 4,153 $ 1,842 Warranty liabilities assumed from acquisition 151 — Reduction of warranty liabilities assumed in connection with acquisitions — (119 ) Warranty expense 934 530 Warranty charges (57 ) (14 ) Balance at March 31, $ 5,181 $ 2,239 |
Note Payable-Related Party
Note Payable-Related Party | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable-Related Party | 9. Note Payable-Related Party In connection with the acquisition of a majority interest in Satcom International Group plc 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 March 31, 2018 and December 31, 2017, the principal balance of the note payable was €1,138 and it had a carrying value of $1,400 and $1,366, respectively. 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 was being amortized to interest expense over the estimated life of the note of six years which ended in September 30, 2011. 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, a wholly owned subsidiary of the Company. The note has been classified as long-term and the Company does not expect any repayments to be required prior to March 31, 2019. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | 10. Note Payable Senior Secured Notes On April 10, 2017, the Company issued $250,000 aggregate principal amount of 8.0% senior secured notes due 2024 (the “Senior Secured Notes”). The Senior Secured Notes were issued pursuant to an indenture, dated as of April 10, 2017, among the Company, certain of its domestic subsidiaries party thereto (the “Guarantors”) and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Senior Secured Notes are unconditionally guaranteed on a senior secured basis by the Guarantors, and are secured on a first priority basis by (i) pledges of capital stock of certain of the Company’s directly and indirectly owned subsidiaries; and (ii) substantially all of the other property and assets of the Company and the Guarantors, to the extent a first priority security interest is able to be granted or perfected therein, and subject, in all cases, to certain specified exceptions, and an intercreditor agreement with the collateral agent for our revolving credit facility described below The Company has the option to redeem some or all of the Senior Secured Notes at any time on or after April 1, 2020, at redemption prices set forth in the Indenture plus accrued and unpaid interest, if any, to the date of redemption. The Company also has the option to redeem some or all of the Senior Secured Notes at any time before April 1, 2020 at a redemption price of 100% of the principal amount of the Senior Secured Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption. In addition, at any time before April 1, 2020, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds from certain equity issuances. The Indenture contains covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to: (i) incur or guarantee additional indebtedness; (ii) pay dividends, make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) make loans and investments; (v) sell, transfer or otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into certain types of transactions with affiliates; (viii) enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all of their assets; subject, in all cases, to certain specified exceptions. Such limitations have various exceptions and baskets as set forth in the Indenture, including the incurrence by the Company and its restricted subsidiaries of indebtedness under potential new credit facilities in the aggregate principal amount at any one time outstanding not to exceed $50,000. In connection with the issuance of the Senior Secured Notes, the Company incurred debt issuance costs of approximately $5,431. For the three months ended March 31, 2018, amortization of the debt issuance costs was $194. The Company recorded charges of $5,194 to interest expense on its statement of operations for the three months ended March 31, 2018, related to interest expense and amortization of debt issuance costs associated with the Senior Secured Notes. Termination of Secured Credit Facilities On April 10, 2017, a portion of the proceeds of the issuance of the Senior Secured Notes was used to repay in full the Company’s outstanding obligations under the Company’s $150,000 outstanding credit facilities incurred pursuant to the Secured Credit Facilities Credit Agreement, as defined below, and to terminate the agreement, resulting in an early payment fee of $1,500 an additional expense associated with the remaining unamortized debt issuance cost and fees of $2,368. Revolving Credit Facility On December 18, 2017, the Company and certain of its subsidiaries entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent and collateral agent. The Revolving Credit Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $25,000 for working capital and general corporate purposes and matures on December 18, 2022. The Revolving Credit Facility will bear interest at an alternative base rate or an adjusted LIBOR, plus an applicable margin of 1.50% in the case of alternative base rate loans and 2.50% in the case of adjusted LIBOR loans. The Revolving Credit Facility will be secured by a first priority security interest in substantially all of the Company’s and its subsidiaries’ assets under a Security Agreement among the Company, its subsidiaries and JPMorgan Chase, subject to an intercreditor agreement with the indenture trustee for the Senior Secured Notes. The Revolving Credit Facility has no scheduled principal amortization until the maturity date. Subject to the terms set forth in the Revolving Credit Agreement the Company may borrow, repay and reborrow amounts under the Revolving Credit Facility at any time prior to the maturity date. The Revolving Credit Agreement contains customary representations and warranties, conditions to funding, covenants and events of default. The Revolving Credit Agreement contains covenants that, among other things, limits the Company and its restricted subsidiaries’ ability to: (i) incur or guarantee additional indebtedness; (ii) pay dividends, make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) make loans and investments; (v) sell, transfer or otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into certain types of transactions with affiliates; (viii) enter into agreements restricting the our subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all of their assets; subject, in all cases, to certain specified exceptions. Such limitations have various baskets as set forth in the Revolving Credit Agreement. At March 31, 2018, no amounts were outstanding under the Revolving Credit Facility. As of March 31, 2018, the Company was in compliance with all financial covenants. Secured Credit Facilities On September 30, 2014, the Company entered into a credit agreement (the “Secured Credit Facilities Credit Agreement”) with Macquarie CAF LLC (“Macquarie” or the “Lender”) in order to refinance the Company’s $45,000 9.5% per annum Senior Notes (“Senior Notes”). Pursuant to the Secured Credit Facilities Credit Agreement, the Lender provided secured credit facilities (the “Secured Credit Facilities”) in an aggregate amount of $160,000 comprised of (i) a term loan facility in an aggregate principal amount of up to $70,000 (the “Initial Term Loan Facility”); (ii) a $10,000 revolving credit facility (the “Prior Revolving Credit Facility”); (iii) a term loan facility in an aggregate principal amount of up to $10,000 (the “Term B2 Facility”), the proceeds of which were drawn and used on January 16, 2015 to partially finance the acquisition of InSync, Inc. in 2015; and (iv) a term loan facility in an aggregate principal amount of up to $70,000 (the “Term B3 Facility”), the proceeds of which were drawn on December 30, 2014 and used on January 1, 2015 to partially finance the acquisition of SkyWave Mobile Communications, Inc. in 2015. Proceeds of the Initial Term Loan Facility and Prior Revolving Credit Facility were funded on October 10, 2014 and were used to repay in full the Company’s Senior Notes and pay certain related fees, expenses and accrued interest, as well as for general corporate purposes. The Secured Credit Facilities had a maturity of five years after the initial fund date of the Initial Term Loan Facility (the “Maturity Date”) and were subject to mandatory prepayments in certain circumstances. The Secured Credit Facilities had interest, at the Company’s election, of a per annum rate equal to either (a) a base rate plus 3.75% or (b) LIBOR plus 4.75%, with a LIBOR floor of 1.00%. The Company recorded charges of $2,426 to interest expense on its statement of operations for the three months ended March 31, 2017, related to interest expense and amortization of debt issuance costs associated with the Initial Term Loan Facility, the Term B2 and the Term B3 Facilities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Preferred stock The Company currently has 50,000,000 shares of preferred stock authorized. Series A convertible preferred stock During the three months ended March 31, 2018, the Company did not issue dividends of Series A convertible preferred stock to the holders of the Series A convertible preferred stock. As of March 31, 2018, dividends in arrears were $11. Common Stock As of March 31, 2018, the Company has reserved 16,230,462 shares of common stock for future issuances related to employee stock compensation plans. On June 15, 2017, the Company completed a private placement of 1,552,795 shares of the Company’s common stock at a purchase price of $9.66 per share, for an aggregate purchase price of $15,000. The per share price of $9.66 was calculated as 95% of the volume-weighted average trading price of common stock 30 trading days ending on June 14, 2017. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company operates in one reportable segment, industrial IoT services. Other than satellites in orbit, goodwill and intangible assets, long-lived assets outside of the United States are not significant. The Company’s foreign exchange exposure is limited as approximately 80% of the Company’s consolidated revenue is collected in US dollars. The following table summarizes revenues on a percentage basis by geographic regions, based on the region in which the customer is located. Three Months Ended March 31, 2018 2017 United States 67 % 65 % South America 10 % 10 % Japan 2 % 3 % Europe 15 % 16 % Other 6 % 6 % 100 % 100 % |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 13. Income taxes For the three months ended March 31, 2018, the Company’s income tax expense was $943, compared to $623 for the prior year period. The increase in the income tax provision for the three months ended March 31, 2018 primarily related to a change in the geographical mix of income which increased taxable non-U.S. earnings before income taxes when compared to the prior year period. This increase was partially offset by lower deferred tax expense in the current period related to the impact of the Tax Cuts and Jobs Act to the amortization of tax goodwill As of March 31, 2018 and December 31, 2017, the Company maintained a valuation allowance against its net deferred tax assets primarily attributable to operations in the United States, as the realization of such assets was not considered more likely than not. There were no changes to the Company’s unrecognized tax benefits during the three months ended March 31, 2018. The Company does not expect any significant changes to its unrecognized tax positions during the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized during the three months ended March 31, 2018. The Company has not finalized its computations associated with the U.S. Tax Cuts and Jobs Act of 2017. The Company has not adjusted any of its provisional estimates for the three months ended March 31, 2018. The Company continues to evaluate its provisional estimates and does not expect any cash tax payments for the transition tax. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Legal Proceedings From time to time, the Company is involved in various litigation claims or matters involving ordinary and routine claims incidental to its business. While the outcome of any such claims or litigation cannot be predicted with certainty, 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. Airtime credits In 2001, in connection with the organization of ORBCOMM Europe 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 March 31, 2018 and 2017, airtime credits used totaled approximately $7 and $7, respectively. As of March 31, 2018 and 2017, unused credits granted by the Company were approximately $1,971 and $2,002, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On April 10, 2018, the Company completed a public offering of 3,450,000 shares of its common stock, including 450,000 shares sold upon full exercise in full of the underwriters’ option to purchase additional shares at a price of $8.60 per share. The Company received net proceeds of approximately $28,000 after deducting underwriters’ discounts and commissions and offering costs. On April 13, 2018, the Company filed a shelf registration statement with the SEC, registering an unlimited amount of debt and/or equity securities that the Company may offer in one or more offerings on terms to be determined at the time of sale. The April 2018 shelf registration statement was automatically effective upon filing and superseded and replaced the Company’s previous shelf registration statement declared effective on April 14, 2015, which was due to expire on April 14, 2018. |
Summary of Significant Accoun23
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The accompanying financial statements are unaudited and, in the opinion of management, include all adjustments (including normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations, comprehensive income and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and investments in variable interest entities in which the Company is determined to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The portions of majority-owned subsidiaries that the Company does not own are reflected as noncontrolling interests in the condensed consolidated balance sheets. |
Investments | Investments Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s condensed consolidated results of operations. When the Company does not exercise significant influence over the investee, the investment is accounted for under the cost method. Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities had no carrying value as of March 31, 2018 and December 31, 2017. The Company has no guarantees or other funding obligations to those entities. The Company had no equity in or losses of those investees for the three months ended March 31, 2018 and 2017. |
Acquisition-related and Integration Costs | Acquisition-related and Integration Costs Acquisition-related and integration costs are expensed as incurred and are presented separately on the condensed consolidated statement of operations. These costs may include professional services expenses and identifiable integration costs directly attributable to acquisitions. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). The Company reviewed its contract portfolio and determined its application of ASU 2014-09 did not have a material impact on the comparability of revenue recognition prior to the adoption of ASU 2014-09. The Company derives recurring service revenues mostly from monthly fees for industrial IoT connectivity services that consist of subscriber-based and recurring monthly usage fees for each subscriber communicator or SIM activated for use on its satellite network and the other satellite networks and cellular wireless networks that the Company resells to its resellers, Market Channel Partners (“MCPs”) and Market Channel Affiliates (“MCAs”), and direct customers. In addition, the Company provides recurring AIS data services for government and commercial customers worldwide. The Company also earns recurring service revenues from activations of subscriber communicators and SIMs, optional separately priced extended warranty service agreements extending beyond the initial warranty period, typically one year, which are billed to the customer upon shipment of a subscriber communicator, and royalty fees relating to the manufacture of subscriber communicators under a manufacturing agreement. Service revenue derived from usage fees are generally based upon the data transmitted by a customer, the overall number of subscriber communicators and/or SIMs activated by each customer, and whether the Company provides services through its value-added portal. Using the output method, these service revenues are recognized over time, as services are rendered, or at a point in time, based on the contract terms. AIS service revenues are generated over time from monthly subscription based services supplying AIS data to its customers and resellers using the output method. Revenues from the activation of both subscriber communicators and SIMs are initially recorded as deferred revenues and are, thereafter, recognized on a ratable basis using a time-based output method, generally over three years, which is the estimated life of the subscriber communicator. Revenues from separately priced extended warranty service agreements extending beyond the initial warranty period of one year are initially recorded as deferred revenues and are, thereafter, recognized on a ratable basis using a time-based output method, generally over two to five years. Revenues generated from royalties relating to the manufacture of subscriber communicators by third parties are recognized at a point in time when the third party notifies the Company of the units it has manufactured and a unique serial number is assigned to each unit by the Company. The Company earns other service revenues from installation services and fees from providing engineering, technical and management support services to customers. Revenues generated from installation services are recognized at a point in time using the output method when the services are completed. Revenues generated from providing engineering, technical and management support services to customers are recognized over time as the service is provided. The Company also generates other service revenues through the sale of software licenses to its customers, which is recognized at a point in time using the output method when the license is provided to the customer. Product revenues are derived from sales of complete industrial IoT telematics devices, modems or cellular wireless SIMs (for the Company’s terrestrial-communication services) to the Company’s resellers (i.e., MCPs and MCAs) and direct customers. Product revenue is recognized at a point in time when title transfers, when the products are shipped or when customers accept the products, depending on the specific contractual terms. Sales of subscriber communicators and SIMs are not subject to return and title and risk of loss pass to the customer generally at the time of shipment. Amounts received prior to the performance of services under customer contracts are recognized as deferred revenues and revenue recognition is deferred until such time that all revenue recognition criteria have been met. Deferred revenues as of March 31, 2018 and December 31, 2017 consisted of the following: March 31, December 31, 2018 2017 Service activation fees $ 5,375 $ 5,509 Prepaid services 2,021 2,754 Extended warranty revenues 539 459 7,935 8,722 Less current portion (4,631 ) (6,263 ) Long-term portion $ 3,304 $ 2,459 During the quarter ended March 31, 2018, the Company recognized revenue of $2,580 which was included as deferred revenue as of December 31, 2017. Shipping costs billed to customers are included in product sales revenues and the related costs are included as costs of product sales. The Company generates revenue from leasing arrangements of subscriber communicators, under FASB Accounting Standards Codification 840 (“ASC 840”) “Leases”, using the estimated selling prices for each of the deliverables recognized. Product and installation revenues associated with these arrangements are recognized upon shipment or installation of the subscriber communicator, depending on the specific contractual terms. Service and warranty revenues are recognized on an accrual basis, as services are rendered, or on a cash basis, if collection from the customer is not reasonably assured at the time the service is provided. The following table summarizes the components of revenue from contracts with customers, as well as revenue recognized under ASC 840: Three Months Ended March 31, 2018 2017 Revenue from contracts with customers: Recurring service revenues $ 36,725 $ 27,945 Other service revenues 1,267 1,567 Total service revenue 37,992 29,512 Product revenue 27,712 22,409 Total revenue from contracts with customers 65,704 51,921 Revenue recognized under ASC 840 2,269 — Total revenues $ 67,973 $ 51,921 The Company enters into contracts with its customers that include multiple performance obligations, which typically include subscriber communicators, monthly usage fees and optional extended warranty service agreements. The Company evaluates each item to determine whether it represents a promise to transfer a distinct good or service to the customer and therefore is a separate performance obligation under ASU 2014-09. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. If an arrangement provided to a customer has a significant and incremental discount on future revenue, such right is considered a performance obligation and a proportionate amount of the discount should be allocated to each element based on the relative standalone selling price of each element, regardless of the discount. The Company has determined that arrangements provided to our customers do not include significant and incremental discounts. The Company has elected not to disclose the value of unsatisfied performance obligations since any of these obligations would have an original expected length of one year or less. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has no financial assets or liabilities that are measured at fair value on a recurring basis. However, if certain triggering events occur the Company is required to evaluate the non-financial assets for impairment and any resulting asset impairment would require that a non-financial asset be recorded at the fair value. FASB ASC Topic 820 “Fair Value Measurement Disclosure” prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1- unadjusted quoted prices for identical assets or liabilities traded in active markets; Level 2 - inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing. The carrying value of the Company’s financial instruments, including cash, restricted cash, accounts receivable and accounts payable approximated their fair value due to the short-term nature of these items. As of March 31, 2018, the carrying amount and the fair value of the Company’s Senior Secured Notes (described in “Note 10 – Note Payable”) were $250,000 and $259,375, respectively. Refer to “Note 10 – Note Payable” for more information. The fair value of the $1,400 book value Note payable - related party is de minimus. |
Concentration of Risk | Concentration of Risk The Company’s customers are primarily commercial organizations. Accounts receivable are generally unsecured. Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past-due, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible. There were no customers with revenues greater than 10% of the Company’s consolidated total revenues for the three months ended March 31, 2018 and 2017. There were no customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable as of March 31, 2018 and December 31, 2017. As of March 31, 2018, the Company did not maintain in-orbit insurance coverage for its ORBCOMM Generation 1 (“OG1”) or ORBCOMM Generation 2 (“OG2”) satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting its satellite constellation. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, determined on a first-in, first-out basis . At March 31, 2018 and December 31, 2017, inventory consisted primarily of finished goods and purchased parts to be utilized by its contract manufacturer totaling $41,783 and $34,465, respectively, and $6,467 and $7,972, respectively, of raw materials, net of inventory obsolescence. |
Valuation of Long-lived Assets | Valuation of Long-lived Assets Property and equipment and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company measures recoverability by comparing the carrying amount to the projected cash flows the assets are expected to generate. An impairment loss is recognized to the extent that carrying value exceeds fair value. The Company’s satellite constellation and related assets are evaluated as a single asset group whenever facts or circumstances indicate that the carrying value may not be recoverable. If indicators of impairment are identified, recoverability of long-lived assets is measured by comparing their carrying amount to the projected cash flows the assets are expected to generate. Determining whether an impairment has occurred typically requires the use of significant estimates and assumptions, including the allocation of cash flows to assets or asset groups and, if required, an estimate of fair value for those assets or asset groups. If a satellite were to fail while in-orbit, the resulting loss would be charged to expense in the period it is determined that the satellite is not recoverable. Refer to “Note 6 – Satellite Network and Other Equipment” for more information. |
Warranty Costs | Warranty Costs The Company accrues for 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. The warranty accrual is included in accrued liabilities on the consolidated balance sheet. Separately priced extended warranty coverage is recorded as warranty revenue over the term of the extended warranty coverage and the related warranty costs during the coverage period are recorded as incurred. Warranty coverage that includes additional services such as repairs and maintenance of the product are treated as a separate deliverable and the related warranty and repairs/maintenance costs are recorded as incurred. Refer to “Note 8 – Accrued Liabilities” for more information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”) and is effective for the fiscal years beginning after December 15, 2017. ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The guidance requires application using a retrospective transition method. The Company adopted this standard on January 1, 2018 and expects the retrospective application to impact its classification of certain restricted cash activity in its statement of cash flows in future interim filings. |
Summary of Significant Accoun24
Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Deferred Revenues | Deferred revenues as of March 31, 2018 and December 31, 2017 consisted of the following: March 31, December 31, 2018 2017 Service activation fees $ 5,375 $ 5,509 Prepaid services 2,021 2,754 Extended warranty revenues 539 459 7,935 8,722 Less current portion (4,631 ) (6,263 ) Long-term portion $ 3,304 $ 2,459 |
Components of Revenue from Contracts with Customers | The following table summarizes the components of revenue from contracts with customers, as well as revenue recognized under ASC 840: Three Months Ended March 31, 2018 2017 Revenue from contracts with customers: Recurring service revenues $ 36,725 $ 27,945 Other service revenues 1,267 1,567 Total service revenue 37,992 29,512 Product revenue 27,712 22,409 Total revenue from contracts with customers 65,704 51,921 Revenue recognized under ASC 840 2,269 — Total revenues $ 67,973 $ 51,921 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Blue Tree Systems Limited [Member] | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The preliminary estimated purchase price allocation for the acquisition is as follows: Amount Cash $ 656 Accounts receivable 2,335 Inventories 1,395 Prepaid expenses and other current assets 992 Property, plant and equipment 72 Intangible assets 12,020 Total identifiable assets acquired 17,470 Accounts payable 4,124 Accrued expenses 778 Deferred tax liability 1,503 Total liabilities assumed 6,405 Net identifiable assets acquired 11,065 Goodwill 26,042 Total preliminary purchase price $ 37,107 |
Summary of Useful Lives of Customer Relationships Based on Customer Attrition | The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers. Estimated Useful life (years) Amount Customer lists 10 $ 9,200 Technology 10 2,700 Tradename 1 120 $ 12,020 |
Inthinc [Member] | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The preliminary estimated purchase price allocation for the acquisition is as follows: Amount Accounts receivable $ 2,345 Inventories 906 Prepaid expenses and other current assets 112 Property, plant and equipment 258 Lease receivable 5,067 Intangible assets 16,000 Total identifiable assets acquired 24,688 Accounts payable 4,613 Accrued expenses 275 Other current and non-current liabilities 1,326 Total liabilities assumed 6,214 Net identifiable assets acquired 18,474 Goodwill 26,361 Total preliminary purchase price $ 44,835 |
Summary of Useful Lives of Customer Relationships Based on Customer Attrition | The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers. Estimated Useful life (years) Amount Customer lists 15 $ 12,400 Technology 10 3,600 $ 16,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary Components of Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Cost of services $ 164 $ 159 Cost of product sales 39 23 Selling, general and administrative 1,292 1,272 Product development 212 70 Total $ 1,707 $ 1,524 |
Time-Based Stock Appreciation Rights [Member] | |
Summary of Stock Appreciation Rights | A summary of the Company’s time-based stock appreciation rights (“SARs”) for the three months ended March 31, 2018 is as follows: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (years) (In thousands) Outstanding at January 1, 2018 2,564,394 $ 5.38 Granted — — Exercised (57,000 ) 5.28 Forfeited or expired — — Outstanding at March 31, 2018 2,507,394 $ 5.32 4.60 $ 9,173 Exercisable at March 31, 2018 2,447,394 $ 5.35 4.49 $ 9,574 Vested and expected to vest at March 31, 2018 2,507,394 $ 5.32 4.60 $ 9,173 |
Performance-Based Stock Appreciation Rights [Member] | |
Summary of Stock Appreciation Rights | A summary of the Company’s performance-based SARs for the three months ended March 31, 2018 is as follows: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (years) (In thousands) Outstanding at January 1, 2018 504,473 $ 5.80 Granted — — Exercised (8,100 ) 2.58 Forfeited or expired — — Outstanding at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 Exercisable at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 Vested and expected to vest at March 31, 2018 496,373 $ 5.75 3.44 $ 2,921 |
Fair Value of Stock Appreciation Rights Estimated | The fair value of each time-based and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below. For the periods indicated the expected volatility was based on the Company’s historical volatility over the expected terms of the SAR awards. Estimated forfeitures were based on voluntary and involuntary termination behavior, as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants. The Company did not grant time-based or performance-based SARs during the three months ended March 31, 2018. Three Months Ended March 31, 2017 Risk-free interest rate 2.10% Expected life (years) 6.0 Estimated volatility factor 59.85% Expected dividends None |
Time-Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | A summary of the Company’s time-based restricted stock units (“RSUs”) for the three months ended March 31, 2018 is as follows: Shares Weighted- Average Grant Date Fair Value Balance at January 1, 2018 818,480 $ 9.95 Granted 44,950 10.15 Vested (288,474 ) 8.79 Forfeited or expired (10,941 ) 10.28 Balance at March 31, 2018 564,015 $ 10.17 |
Performance-Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | A summary of the Company’s performance-based RSUs for the three months ended March 31, 2018 is as follows: Shares Weighted- Average Grant Date Fair Value Balance at January 1, 2018 444,734 $ 9.48 Granted — — Vested (168,068 ) 9.16 Forfeited or expired (38,288 ) 7.01 Balance at March 31, 2018 238,378 $ 9.98 |
Performance Units [Member] | |
Fair Value of Stock Appreciation Rights Estimated | As the MPUs contain both a performance and service condition, the MPUs have been treated as a series of three separate awards, or tranches, for purposes of recognizing stock-based compensation expense. The Company recognizes stock-based compensation expense on a tranche-by-tranche basis over the requisite service period for that specific tranche. The Company estimated the fair value of the MPUs using a Monte Carlo Simulation Model that used the following assumptions: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.03% to 2.36% 0.99% to 1.44% Estimated volatility factor 29.0% to 32.0% 30.0% to 33.0% Expected dividends None None |
Net Loss Attributable to ORBC27
Net Loss Attributable to ORBCOMM Inc. Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Calculations of EPS | The following sets forth the basic and diluted calculations of EPS for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Net loss attributable to ORBCOMM Inc. common stockholders $ (10,086 ) $ (3,343 ) Weighted average number of common shares outstanding: Basic number of common shares outstanding 74,729 71,424 Dilutive effect of unvested SARs and RSUs and shares of Series A convertible preferred stock — — Diluted number of common shares outstanding 74,729 71,424 Earnings per share: Basic $ (0.13 ) $ (0.05 ) Diluted $ (0.13 ) $ (0.05 ) |
Summary of Net Loss Attributable to ORBCOMM Inc. Common Stockholders | The computation of net loss attributable to ORBCOMM Inc. common stockholders for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 Net loss attributable to ORBCOMM Inc. $ (10,086 ) $ (3,343 ) Preferred stock dividends on Series A convertible preferred stock — — Net loss attributable to ORBCOMM Inc. common stockholders $ (10,086 ) $ (3,343 ) |
Satellite Network and Other E28
Satellite Network and Other Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Satellite Network and Other Equipment | Satellite network and other equipment consisted of the following: March 31, December 31, 2018 2017 Land $ 381 $ 381 Satellite network 193,778 193,292 Capitalized software 51,676 45,062 Computer hardware 5,158 5,189 Other 5,759 5,276 Assets under construction 15,460 16,539 272,212 265,739 Less: accumulated depreciation and amortization (100,579 ) (91,561 ) $ 171,633 $ 174,178 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | Amount Balance at January 1, 2018 $ 166,678 Measurement period adjustment (242 ) Balance at March 31, 2018 $ 166,436 |
Components of Intangible Assets | The Company’s intangible assets consisted of the following: March 31, 2018 December 31, 2017 Useful life Accumulated Accumulated (years) Cost amortization Net Cost amortization Net Customer lists 5 - 15 $ 113,357 $ (32,092 ) $ 81,265 $ 113,357 $ (29,451 ) $ 83,906 Patents and technology 5 - 10 23,424 (8,690 ) 14,734 23,424 (8,080 ) 15,344 Trade names and trademarks 1 - 2 3,003 (2,944 ) 59 3,003 (2,914 ) 89 $ 139,784 $ (43,726 ) $ 96,058 $ 139,784 $ (40,445 ) $ 99,339 |
Estimated Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets is as follows: Amount 2018 (remaining) $ 9,899 2019 12,860 2020 12,554 2021 12,143 2022 11,688 2023 11,438 Thereafter 25,476 $ 96,058 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Components of Accrued Liabilities | The Company’s accrued liabilities consisted of the following: March 31, December 31, 2018 2017 Accrued compensation and benefits $ 9,741 $ 8,637 Warranty 5,181 4,153 Acquired customer product liabilities 832 858 Corporate income tax payable 1,524 1,415 VAT Payable 728 — Accrued satellite network and other equipment 891 595 Accrued inventory purchases 2,575 1,598 Accrued interest expense 10,000 4,944 Accrued professional fees 256 303 Accrued airtime charges 2,451 1,670 Other accrued expenses 9,150 8,843 $ 43,329 $ 33,016 |
Summary of Accrued Warranty Obligations | For the three months ended March 31, 2018 and 2017, changes in accrued warranty obligations consisted of the following: March 31, 2018 2017 Balance at January 1, $ 4,153 $ 1,842 Warranty liabilities assumed from acquisition 151 — Reduction of warranty liabilities assumed in connection with acquisitions — (119 ) Warranty expense 934 530 Warranty charges (57 ) (14 ) Balance at March 31, $ 5,181 $ 2,239 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Revenues on Percentage Basis by Geographic Regions | The following table summarizes revenues on a percentage basis by geographic regions, based on the region in which the customer is located. Three Months Ended March 31, 2018 2017 United States 67 % 65 % South America 10 % 10 % Japan 2 % 3 % Europe 15 % 16 % Other 6 % 6 % 100 % 100 % |
Organization and Business - Add
Organization and Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Acquisition | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of acquisitions | 2 |
Summary of Significant Accoun33
Summary of Significant Accounting Principles - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Customer | Mar. 31, 2017USD ($)Customer | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Equity method investments | $ 0 | $ 0 | |
Guarantee or other funding obligations under equity method investment | 0 | $ 0 | |
Losses from equity method investment | 0 | $ 0 | |
Revenue recognized from customer contracts | 2,580,000 | ||
Note payable - related party | $ 1,400,000 | 1,366,000 | |
Number of customers with revenues greater than 10% | Customer | 0 | 0 | |
Number of customers with accounts receivable greater than 10% | Customer | 0 | 0 | |
Inventories finished goods and purchased parts | $ 41,783,000 | 34,465,000 | |
Inventories raw materials | 6,467,000 | $ 7,972,000 | |
8.0% Senior Secured Notes due 2024 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Carrying amount of debt | 250,000,000 | ||
Fair value of senior secured notes | $ 259,375,000 | ||
ASU 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Warranty period | 1 year | ||
Estimated life of communicator | 3 years | ||
Minimum [Member] | ASU 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Additional term of the agreement | 2 years | ||
Maximum [Member] | ASU 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Additional term of the agreement | 5 years |
Summary of Significant Accoun34
Summary of Significant Accounting Principles - Summary of Deferred Revenues (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Disclosure [Abstract] | ||
Service activation fees | $ 5,375 | $ 5,509 |
Prepaid services | 2,021 | 2,754 |
Extended warranty revenues | 539 | 459 |
Total deferred revenues | 7,935 | 8,722 |
Less current portion | (4,631) | (6,263) |
Long-term portion | $ 3,304 | $ 2,459 |
Summary of Significant Accoun35
Summary of Significant Accounting Principles - Components of Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from contracts with customers: | ||
Service revenues | $ 37,992 | $ 29,512 |
Product revenue | 27,712 | 22,409 |
Total revenue from contracts with customers | 65,704 | 51,921 |
Revenue recognized under ASC 840 | 2,269 | |
Total revenues | 67,973 | 51,921 |
Recurring Service Revenues [Member] | ||
Revenue from contracts with customers: | ||
Service revenues | 36,725 | 27,945 |
Other Service Revenues [Member] | ||
Revenue from contracts with customers: | ||
Service revenues | $ 1,267 | $ 1,567 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 02, 2017 | Jun. 09, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Accrued liabilities | $ 43,329 | $ 33,016 | ||
Inthinc [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition effective date | Jun. 9, 2017 | |||
Cash consideration paid | $ 34,236 | |||
Number of common stock shares issued for consideration | 76,796 | |||
Common stock issued, per share | $ 9.95 | |||
Total consideration of preliminary purchase price | $ 44,835 | |||
Acquisition-related contingent consideration at fair value | $ 9,835 | |||
Increase (decrease) in goodwill | 151 | |||
Portion of contingent consideration in other non-current liabilities | 7,758 | 9,313 | ||
Number of trading days for average closing price | 20 days | |||
Additional product liabilities obligations assumed through acquisition | $ 1,032 | |||
Accrued liabilities | 832 | |||
Reduction in fair value of earn-outs amounts | 1,555 | |||
Inthinc [Member] | Indemnification Asset [Member] | ||||
Business Acquisition [Line Items] | ||||
Amount deposited in escrow to fund any indemnification obligations | 500 | |||
Inthinc [Member] | Customer Lists and Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate to reflect risk characteristics of intangible assets | 12.00% | |||
Inthinc [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration payable | $ 25,000 | |||
ORBCOMM Technology Ireland Limited [Member] | Blue Tree Systems Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition effective date | Oct. 2, 2017 | |||
Outstanding equity percentage | 100.00% | |||
Cash consideration paid | $ 34,331 | |||
Number of common stock shares issued for consideration | 191,022 | |||
Common stock issued, per share | $ 10.47 | |||
Number of business day prior to closing date | 1 day | |||
Total consideration of preliminary purchase price | $ 37,107 | |||
Acquisition-related contingent consideration at fair value | $ 776 | |||
Increase (decrease) in goodwill | 393 | |||
Portion of contingent consideration in other non-current liabilities | 823 | $ 776 | ||
Contingent consideration accretion recorded in selling, general and administrative expenses | 47 | |||
ORBCOMM Technology Ireland Limited [Member] | Blue Tree Systems Limited [Member] | Indemnification Asset [Member] | ||||
Business Acquisition [Line Items] | ||||
Amount deposited in escrow to fund any indemnification obligations | $ 3,675 | |||
ORBCOMM Technology Ireland Limited [Member] | Blue Tree Systems Limited [Member] | Customer Lists and Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate to reflect risk characteristics of intangible assets | 26.50% | |||
ORBCOMM Technology Ireland Limited [Member] | Blue Tree Systems Limited [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration payable | $ 5,750 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation for Acquisition (Detail) - USD ($) $ in Thousands | Oct. 02, 2017 | Jun. 09, 2017 |
Blue Tree Systems Limited [Member] | ORBCOMM Technology Ireland Limited [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 656 | |
Accounts receivable | 2,335 | |
Inventories | 1,395 | |
Prepaid expenses and other current assets | 992 | |
Property, plant and equipment | 72 | |
Intangible assets | 12,020 | |
Total identifiable assets acquired | 17,470 | |
Accounts payable | 4,124 | |
Accrued expenses | 778 | |
Deferred tax liability | 1,503 | |
Total liabilities assumed | 6,405 | |
Net identifiable assets acquired | 11,065 | |
Goodwill | 26,042 | |
Total preliminary purchase price | $ 37,107 | |
Inthinc [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | $ 2,345 | |
Inventories | 906 | |
Prepaid expenses and other current assets | 112 | |
Property, plant and equipment | 258 | |
Lease receivable | 5,067 | |
Intangible assets | 16,000 | |
Total identifiable assets acquired | 24,688 | |
Accounts payable | 4,613 | |
Accrued expenses | 275 | |
Other current and non-current liabilities | 1,326 | |
Total liabilities assumed | 6,214 | |
Net identifiable assets acquired | 18,474 | |
Goodwill | 26,361 | |
Total preliminary purchase price | $ 44,835 |
Acquisitions - Summary of Usefu
Acquisitions - Summary of Useful Lives of Customer Relationships Based on Customer Attrition (Detail) - USD ($) $ in Thousands | Oct. 02, 2017 | Jun. 09, 2017 | Mar. 31, 2018 |
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 10 years 6 months | ||
Customer Lists [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 11 years | ||
Blue Tree Systems Limited [Member] | ORBCOMM Technology Ireland Limited [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 12,020 | ||
Blue Tree Systems Limited [Member] | Customer Lists [Member] | ORBCOMM Technology Ireland Limited [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 10 years | ||
Total intangible assets | $ 9,200 | ||
Blue Tree Systems Limited [Member] | Technology [Member] | ORBCOMM Technology Ireland Limited [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 10 years | ||
Total intangible assets | $ 2,700 | ||
Blue Tree Systems Limited [Member] | Tradename [Member] | ORBCOMM Technology Ireland Limited [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 1 year | ||
Total intangible assets | $ 120 | ||
Inthinc [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 16,000 | ||
Inthinc [Member] | Customer Lists [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 15 years | ||
Total intangible assets | $ 12,400 | ||
Inthinc [Member] | Technology [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful life (years) | 10 years | ||
Total intangible assets | $ 3,600 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | Apr. 20, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,707,000 | $ 1,524,000 | |||
Stock-based compensation, capitalized | 159,000 | 131,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | 6,573,000 | ||||
Accrued expenses | 43,329,000 | $ 33,016,000 | |||
Other non-current liabilities | $ 11,889,000 | $ 13,619,000 | |||
Common stock, shares issued | 75,010,790 | 74,436,579 | |||
Time-Based Stock Appreciation Rights [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 60,000 | 154,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | 272,000 | ||||
Intrinsic value of SARs | $ 286,000 | ||||
Number of shares, granted | 0 | ||||
Performance-Based Stock Appreciation Rights [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | 0 | |||
Unrecognized compensation costs for all share-based payment arrangements | 0 | ||||
Intrinsic value of SARs | $ 63,000 | ||||
Number of shares, granted | 0 | ||||
Time-Based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 949,000 | 700,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | $ 4,623,000 | ||||
Number of shares, granted | 44,950 | ||||
Performance-Based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 503,000 | 440,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | 1,733,000 | ||||
Performance Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 123,000 | 184,000 | |||
Maximum percentage of MPUs for senior executives | 15.00% | ||||
Fair value period of MPUs | 3 years | ||||
Accrued expenses | $ 368,000 | $ 895,000 | |||
Other non-current liabilities | $ 124,000 | $ 301,000 | |||
Market Performance Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Term of MPUs | 3 years | ||||
Common stock, shares issued | 81,277 | ||||
2016 LTIP [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for grant | 4,342,847 | ||||
ESPP [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 72,000 | $ 46,000 | |||
Number of shares authorized under the plan | 5,000,000 | ||||
Maximum percentage deductible from employees' gross pay | 10.00% | ||||
Maximum amount deductible from employees gross pay | $ 25,000 | ||||
ESPP [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum percentage of discount on common stock's fair market value | 15.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary Components of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 1,707 | $ 1,524 |
Cost of Services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 164 | 159 |
Cost of Product Sales [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 39 | 23 |
Selling, General and Administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 1,292 | 1,272 |
Product Development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 212 | $ 70 |
Stock-based Compensation - Su41
Stock-based Compensation - Summary of Stock Appreciation Rights (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Time-Based Stock Appreciation Rights [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 2,564,394 |
Number of Shares, Granted | 0 |
Number of Shares, Exercised | (57,000) |
Number of Shares, Outstanding, Ending Balance | 2,507,394 |
Number of Shares, Exercisable | 2,447,394 |
Number of Shares, Vested and expected to vest | 2,507,394 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 5.38 |
Weighted-Average Exercise Price, Exercised | $ / shares | 5.28 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 5.32 |
Weighted-Average Exercise Price, Exercisable | $ / shares | 5.35 |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | $ 5.32 |
Weighted-Average Remaining Contractual Term, Outstanding | 4 years 7 months 6 days |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 5 months 26 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 4 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 9,173 |
Aggregate Intrinsic Value, Exercisable | $ | 9,574 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 9,173 |
Performance-Based Stock Appreciation Rights [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 504,473 |
Number of Shares, Granted | 0 |
Number of Shares, Exercised | (8,100) |
Number of Shares, Outstanding, Ending Balance | 496,373 |
Number of Shares, Exercisable | 496,373 |
Number of Shares, Vested and expected to vest | 496,373 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 5.80 |
Weighted-Average Exercise Price, Exercised | $ / shares | 2.58 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 5.75 |
Weighted-Average Exercise Price, Exercisable | $ / shares | 5.75 |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | $ 5.75 |
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 5 months 8 days |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 5 months 8 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 3 years 5 months 8 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 2,921 |
Aggregate Intrinsic Value, Exercisable | $ | 2,921 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 2,921 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Stock Appreciation Rights Estimated, Black-Scholes Option Pricing Model (Detail) - Performance-Based Stock Appreciation Rights [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate, Minimum | 2.10% |
Expected life (years) | 6 years |
Estimated volatility factor, Minimum | 59.85% |
Expected dividends | 0.00% |
Stock-based Compensation - Su43
Stock-based Compensation - Summary of Restricted Stock Units (Detail) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Time-Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | shares | 818,480 |
Number of Shares, Granted | shares | 44,950 |
Number of Shares, Vested | shares | (288,474) |
Number of Shares, Forfeited or expired | shares | (10,941) |
Number of Shares, Outstanding, Ending Balance | shares | 564,015 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 9.95 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 10.15 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 8.79 |
Weighted-Average Grant Date Fair Value, Forfeited or expired | $ / shares | 10.28 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 10.17 |
Performance-Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | shares | 444,734 |
Number of Shares, Vested | shares | (168,068) |
Number of Shares, Forfeited or expired | shares | (38,288) |
Number of Shares, Outstanding, Ending Balance | shares | 238,378 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 9.48 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 9.16 |
Weighted-Average Grant Date Fair Value, Forfeited or expired | $ / shares | 7.01 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 9.98 |
Stock-based Compensation - Fa44
Stock-based Compensation - Fair Value of Market Performance Units Estimated, Monte Carlo Simulation Model (Detail) - Performance Units [Member] | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 2.03% | 0.99% |
Risk-free interest rate, Maximum | 2.36% | 1.44% |
Estimated volatility factor, Minimum | 29.00% | 30.00% |
Estimated volatility factor, Maximum | 32.00% | 33.00% |
Expected dividends | 0.00% | 0.00% |
Net Loss Attributable to ORBC45
Net Loss Attributable to ORBCOMM Inc. Common Stockholders - Summary of Basic and Diluted Calculations of EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (10,086) | $ (3,343) |
Weighted average number of common shares outstanding: | ||
Basic number of common shares outstanding | 74,729 | 71,424 |
Diluted number of common shares outstanding | 74,729 | 71,424 |
Earnings per share: | ||
Basic | $ (0.13) | $ (0.05) |
Diluted | $ (0.13) | $ (0.05) |
Net Loss Attributable to ORBC46
Net Loss Attributable to ORBCOMM Inc. Common Stockholders - Summary of Net Loss Attributable to ORBCOMM Inc. Common Stockholders (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to ORBCOMM Inc. | $ (10,086) | $ (3,343) |
Net loss attributable to ORBCOMM Inc. common stockholders | $ (10,086) | $ (3,343) |
Satellite Network and Other E47
Satellite Network and Other Equipment - Summary of Satellite Network and Other Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | $ 272,212 | $ 265,739 |
Less: accumulated depreciation and amortization | (100,579) | (91,561) |
Satellite network and other equipment, net | 171,633 | 174,178 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 381 | 381 |
Satellite Network [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 193,778 | 193,292 |
Capitalized Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 51,676 | 45,062 |
Computer Hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 5,158 | 5,189 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 5,759 | 5,276 |
Assets under Construction [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | $ 15,460 | $ 16,539 |
Satellite Network and Other E48
Satellite Network and Other Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 12,223 | $ 11,022 |
Amortization of internal-use software | 936 | 1,351 |
Products and Services and Internal-use Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Company capitalized internal costs attributable to design, development and enhancements of Company’s products and services and internal-use software | 3,807 | 3,097 |
Fixed Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 8,942 | $ 8,330 |
Depreciation and amortization expense percentage related to cost of services | 48.00% | 65.00% |
Depreciation and amortization expense percentage related to cost of product sales | 12.00% | 8.00% |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Components of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 166,678 |
Measurement period adjustment | (242) |
Ending balance | $ 166,436 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Cost | $ 139,784 | $ 139,784 |
Finite lived intangible assets, Accumulated amortization | (43,726) | (40,445) |
Finite lived intangible assets, Net | 96,058 | 99,339 |
Customer Lists [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Cost | 113,357 | 113,357 |
Finite lived intangible assets, Accumulated amortization | (32,092) | (29,451) |
Finite lived intangible assets, Net | $ 81,265 | 83,906 |
Customer Lists [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Customer Lists [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 15 years | |
Patents and Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Cost | $ 23,424 | 23,424 |
Finite lived intangible assets, Accumulated amortization | (8,690) | (8,080) |
Finite lived intangible assets, Net | $ 14,734 | 15,344 |
Patents and Technology [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 5 years | |
Patents and Technology [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 10 years | |
Trade Names and Trademarks [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Cost | $ 3,003 | 3,003 |
Finite lived intangible assets, Accumulated amortization | (2,944) | (2,914) |
Finite lived intangible assets, Net | $ 59 | $ 89 |
Trade Names and Trademarks [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 1 year | |
Trade Names and Trademarks [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 2 years |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period for intangible assets | 10 years 6 months | |
Amortization of intangible assets | $ 3,281 | $ 2,692 |
Customer Lists [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period for intangible assets | 11 years | |
Patents and Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period for intangible assets | 9 years 3 months 18 days | |
Trade Names and Trademarks [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period for intangible assets | 1 year 2 months 12 days |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2018 (remaining) | $ 9,899 | |
2,019 | 12,860 | |
2,020 | 12,554 | |
2,021 | 12,143 | |
2,022 | 11,688 | |
2,023 | 11,438 | |
Thereafter | 25,476 | |
Finite lived intangible assets, Net | $ 96,058 | $ 99,339 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation and benefits | $ 9,741 | $ 8,637 |
Warranty | 5,181 | 4,153 |
Acquired customer product liabilities | 832 | 858 |
Corporate income tax payable | 1,524 | 1,415 |
VAT Payable | 728 | |
Accrued satellite network and other equipment | 891 | 595 |
Accrued inventory purchases | 2,575 | 1,598 |
Accrued interest expense | 10,000 | 4,944 |
Accrued professional fees | 256 | 303 |
Accrued airtime charges | 2,451 | 1,670 |
Other accrued expenses | 9,150 | 8,843 |
Total accrued liabilities | $ 43,329 | $ 33,016 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Warranty Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Payables And Accruals [Abstract] | ||
Beginning balance | $ 4,153 | $ 1,842 |
Warranty liabilities assumed from acquisition | 151 | |
Reduction of warranty liabilities assumed in connection with acquisitions | (119) | |
Warranty expense | 934 | 530 |
Warranty charges | (57) | (14) |
Ending balance | $ 5,181 | $ 2,239 |
Note Payable-Related Party - Ad
Note Payable-Related Party - Additional Information (Detail) € in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | |
Debt Disclosure [Abstract] | ||||
Principal balance of the note payable | € | € 1,138 | € 1,138 | ||
Note payable - related party | $ | $ 1,400 | $ 1,366 | ||
Note payable estimated life | 6 years |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | Dec. 18, 2017 | Apr. 10, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2014 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 5,200,000 | $ 2,426,000 | |||
Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 2,426,000 | ||||
8.0% Senior Secured Notes due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | $ 250,000,000 | ||||
Note bears interest rate | 8.00% | ||||
Debt instrument, maturity year | 2,024 | ||||
Debt instrument, frequency of periodic payment | semi-annually | ||||
Interest payment beginning date | Oct. 1, 2017 | ||||
Maximum aggregate indebtedness outstanding | $ 50,000,000 | ||||
Debt issuance costs | 5,431,000 | ||||
Amortization of debt issuance costs | 194,000 | ||||
Interest expense | $ 5,194,000 | ||||
8.0% Senior Secured Notes due 2024 [Member] | Any Time Before April 1, 2020 [Member] | Redemption Price Plus "Make-Whole" Premium and Accrued and Unpaid Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage of principal amount | 100.00% | ||||
8.0% Senior Secured Notes due 2024 [Member] | Any Time Before April 1, 2020 [Member] | Redemption Price Plus Accrued and Unpaid Interest [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage of principal amount | 35.00% | ||||
Credit Agreement [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | $ 45,000,000 | ||||
Note bears interest rate | 9.50% | ||||
Secured Credit Facilities , Maturity period | 5 years | ||||
Credit Agreement [Member] | Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Termination of outstanding credit facilities | $ 150,000,000 | ||||
Payment fee | 1,500,000 | ||||
Unamortized debt issuance cost and fees | $ 2,368,000 | ||||
Credit Agreement [Member] | Secured Credit Facilities [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, Percentage | 3.75% | ||||
Interest rate, Description | Base rate plus 3.75% | ||||
Credit Agreement [Member] | Secured Credit Facilities [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, Percentage | 4.75% | ||||
Interest rate, Description | LIBOR plus 4.75% | ||||
Credit Agreement [Member] | Secured Credit Facilities [Member] | LIBOR Floor [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, Percentage | 1.00% | ||||
Interest rate, Description | LIBOR floor of 1.00% | ||||
Credit Agreement [Member] | Maximum [Member] | Initial Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | $ 70,000,000 | ||||
Credit Agreement [Member] | Maximum [Member] | Term B2 Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | 10,000,000 | ||||
Credit Agreement [Member] | Maximum [Member] | Term B3 Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | 70,000,000 | ||||
Credit Agreement [Member] | Maximum [Member] | Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | 160,000,000 | ||||
Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | $ 10,000,000 | ||||
Revolving Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Dec. 18, 2022 | ||||
Interest rate, Description | The Revolving Credit Facility will bear interest at an alternative base rate or an adjusted LIBOR, plus an applicable margin of 1.50% in the case of alternative base rate loans and 2.50% in the case of adjusted LIBOR loans. | ||||
Amounts outstanding under Revolving Credit Facility | $ 0 | ||||
Revolving Credit Agreement [Member] | Revolving Credit Facility [Member] | Alternative Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, Percentage | 1.50% | ||||
Revolving Credit Agreement [Member] | Revolving Credit Facility [Member] | Adjusted LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, Percentage | 2.50% | ||||
Revolving Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Issuance of debt | $ 25,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 15, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | |||
Common stock, capital shares reserved for future issuance | 16,230,462 | ||
Private Placement [Member] | |||
Class Of Stock [Line Items] | |||
Shares of common stock issued | 1,552,795 | ||
Purchase price per share | $ 9.66 | ||
Aggregate purchase price | $ 15,000 | ||
Volume-weighted average trading price of common stock trading days | 30 days | ||
Percentage of volume-weighted average trading price of common stock | 95.00% | ||
Volume-weighted average trading price of common stock trading days ending on | Jun. 14, 2017 | ||
Series A Convertible Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock dividends issued | 0 | ||
Dividends in arrears | $ 11,000 | ||
Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Preferred Stock, shares authorized | 50,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting segments | 1 |
Maximum [Member] | |
Segment Reporting Information [Line Items] | |
Percentage of foreign revenue collected in US dollars | 80.00% |
Segment Information - Summary o
Segment Information - Summary of Revenues on Percentage Basis by Geographic Regions (Detail) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 100.00% | 100.00% |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 67.00% | 65.00% |
South America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 10.00% | 10.00% |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 2.00% | 3.00% |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 15.00% | 16.00% |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues on a percentage basis by geographic regions, based on the country | 6.00% | 6.00% |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 943,000 | $ 623,000 |
Unrecognized tax benefits, period change | 0 | |
Interest and penalties related to uncertain tax positions | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Procurement Agreement [Member] - Europe [Member] - Airtime [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2001 | |
Long Term Purchase Commitment [Line Items] | |||
Credits provided | $ 3,736 | ||
Credits used | $ 7 | $ 7 | |
Unused credits granted | $ 1,971 | $ 2,002 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Apr. 10, 2018USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Shares of common stock issued in public offering | 3,450,000 |
Purchase price per share | $ / shares | $ 8.60 |
Net proceeds received after deducting underwriters' discounts and commissions and offering costs | $ | $ 28,000 |
Underwriters' Option [Member] | |
Subsequent Event [Line Items] | |
Shares of common stock issued in public offering | 450,000 |