Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ORBC | ||
Entity Registrant Name | ORBCOMM Inc. | ||
Entity Central Index Key | 1,361,983 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 79,392,743 | ||
Entity Public Float | $ 748,660,389 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 53,766 | $ 34,830 |
Accounts receivable, net of allowances for doubtful accounts of $4,072 and $400, respectively | 57,665 | 46,900 |
Inventories | 34,300 | 42,437 |
Prepaid expenses and other current assets | 15,553 | 18,692 |
Total current assets | 161,284 | 142,859 |
Satellite network and other equipment, net | 160,070 | 174,178 |
Goodwill | 166,129 | 166,678 |
Intangible assets, net | 86,264 | 99,339 |
Other assets | 12,603 | 12,036 |
Deferred income taxes | 109 | 104 |
Total assets | 586,459 | 595,194 |
Current liabilities: | ||
Accounts payable | 15,527 | 29,298 |
Accrued liabilities | 35,735 | 33,016 |
Current portion of deferred revenue | 5,954 | 6,263 |
Total current liabilities | 57,216 | 68,577 |
Note payable — related party | 1,298 | 1,366 |
Notes payable, net of unamortized deferred issuance costs | 245,907 | 245,131 |
Deferred revenue, net of current portion | 5,471 | 2,459 |
Deferred tax liabilities | 16,109 | 17,646 |
Other liabilities | 2,600 | 13,619 |
Total liabilities | 328,601 | 348,798 |
Commitments and contingencies | ||
ORBCOMM Inc. stockholders’ equity | ||
Common stock, par value $0.001; 250,000,000 shares authorized; 79,008,243 and 74,436,579 shares issued at December 31, 2018 and December 31, 2017 | 79 | 74 |
Additional paid-in capital | 449,343 | 411,298 |
Accumulated other comprehensive (loss) income | (381) | 256 |
Accumulated deficit | (192,507) | (166,245) |
Less treasury stock, at cost; 29,990 shares at December 31, 2018 and December 31, 2017 | (96) | (96) |
Total ORBCOMM Inc. stockholders’ equity | 256,832 | 245,663 |
Noncontrolling interests | 1,026 | 733 |
Total equity | 257,858 | 246,396 |
Total liabilities and equity | 586,459 | 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; 39,442 and 37,544 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | $ 394 | $ 376 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Allowances for doubtful accounts | $ 4,072 | $ 400 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 79,008,243 | 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 | 39,442 | 37,544 |
Preferred Stock, shares outstanding | 39,442 | 37,544 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Revenues | $ 270,607 | $ 247,880 | $ 186,744 |
Total revenues | 276,140 | 254,220 | 186,744 |
Operating expenses: | |||
Selling, general and administrative | 66,988 | 55,753 | 46,915 |
Product development | 13,405 | 8,941 | 6,252 |
Impairment charges - satellite network | 31,224 | 10,680 | |
Depreciation and amortization | 49,684 | 45,681 | 42,803 |
Acquisition-related and integration costs | 1,624 | 3,315 | 1,630 |
Loss from operations | (2,189) | (40,882) | (14,486) |
Other (expense) income: | |||
Interest income | 1,918 | 959 | 378 |
Other income (expense) | 45 | (160) | 484 |
Interest expense | (21,055) | (17,653) | (9,085) |
Loss on debt extinguishment | (3,868) | ||
Total other expense | (19,092) | (20,722) | (8,223) |
Loss before income taxes | (21,281) | (61,604) | (22,709) |
Income taxes | 4,658 | (409) | 517 |
Net loss | (25,939) | (61,195) | (23,226) |
Less: Net income attributable to the noncontrolling interests | 305 | 89 | 285 |
Net loss attributable to ORBCOMM Inc. | (26,244) | (61,284) | (23,511) |
Net loss attributable to ORBCOMM Inc. common stockholders | $ (26,262) | $ (61,296) | $ (23,525) |
Per share information-basic: | |||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (0.34) | $ (0.84) | $ (0.33) |
Per share information-diluted: | |||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (0.34) | $ (0.84) | $ (0.33) |
Weighted average common shares outstanding: | |||
Basic | 77,603 | 72,882 | 70,907 |
Diluted | 77,603 | 72,882 | 70,907 |
Service [Member] | |||
Revenues: | |||
Revenues | $ 153,589 | $ 134,938 | $ 112,881 |
Cost of revenues, exclusive of depreciation and amortization shown below: | |||
Cost of goods and services sold | 53,184 | 50,548 | 37,913 |
Product [Member] | |||
Revenues: | |||
Revenues | 117,018 | 112,942 | 73,863 |
Total revenues | 122,551 | 119,282 | 73,863 |
Cost of revenues, exclusive of depreciation and amortization shown below: | |||
Cost of goods and services sold | $ 93,444 | $ 99,640 | $ 55,037 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (25,939) | $ (61,195) | $ (23,226) |
Other comprehensive (loss) income — Foreign currency translation adjustments | (649) | 1,342 | 84 |
Other comprehensive (loss) income | (649) | 1,342 | 84 |
Comprehensive loss | (26,588) | (59,853) | (23,142) |
Less comprehensive income attributable to noncontrolling interests | (293) | (86) | (284) |
Comprehensive loss attributable to ORBCOMM Inc. | $ (26,881) | $ (59,939) | $ (23,426) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (25,939) | $ (61,195) | $ (23,226) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Change in allowance for doubtful accounts | 3,426 | 85 | 310 |
Depreciation and amortization | 49,684 | 45,681 | 42,803 |
Impairment loss – satellite network | 31,224 | 10,680 | |
Change in the fair values of acquisition-related contingent consideration | (8,035) | (1,002) | (360) |
Amortization of the fair value adjustment related to StarTrak warranty liabilities | (57) | ||
Amortization and write-off of deferred debt fees | 776 | 3,106 | 835 |
Stock-based compensation | 7,910 | 5,673 | 5,023 |
Foreign exchange loss (gain) | 59 | 299 | (106) |
Deferred income taxes | (1,491) | (2,047) | 256 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (14,040) | (10,025) | (1,702) |
Inventories | 8,277 | (16,922) | (1,950) |
Prepaid expenses and other assets | 3,994 | (10,474) | (4,574) |
Accounts payable and accrued liabilities | (14,876) | 12,168 | 4,893 |
Deferred revenue | 2,708 | (1,653) | (3,332) |
Other liabilities | (999) | 41 | (567) |
Net cash provided by (used in) operating activities | 11,454 | (5,041) | 28,926 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (67,911) | (3,452) | |
Capital expenditures | (22,198) | (27,360) | (28,424) |
Change in restricted cash | 1,000 | ||
Other | 650 | (650) | (198) |
Net cash used in investing activities | (21,548) | (95,921) | (31,074) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 27,967 | 15,000 | |
Proceeds received from issuance of long-term debt | 250,000 | ||
Payment under revolving credit facility | (14,000) | ||
Proceeds from revolving credit facility | 14,000 | ||
Cash paid for debt issuance costs | (5,359) | ||
Proceeds received from employee stock purchase plan | 1,194 | 1,001 | 345 |
Principal payment of long-term debt | (150,000) | ||
Payment of deferred purchase consideration | (347) | (342) | |
Net cash provided by financing activities | 29,161 | 110,295 | 3 |
Effect of exchange rate changes on cash and cash equivalents | (131) | 474 | 91 |
Net increase (decrease) in cash and cash equivalents | 18,936 | 9,807 | (2,054) |
Cash and cash equivalents: | |||
Beginning of year | 34,830 | 25,023 | 27,077 |
End of year | 53,766 | 34,830 | 25,023 |
Cash paid for: | |||
Interest | 20,036 | 12,911 | 8,787 |
Income taxes | $ 5,532 | $ 805 | $ (94) |
Consolidated Statements of Chan
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, 2015 | $ 299,756 | $ 357 | $ 71 | $ 381,659 | $ (1,174) | $ (81,424) | $ (96) | $ 363 |
Beginning balances, shares at Dec. 31, 2015 | 35,759 | 70,613,642 | 29,990 | |||||
Vesting of restricted stock units, shares | 262,474 | |||||||
Stock-based compensation | 4,469 | 4,469 | ||||||
Payment of contingent consideration | 352 | 352 | ||||||
Payment of contingent consideration, shares | 35,464 | |||||||
Issuance of common stock under employee stock purchase plan | 433 | 433 | ||||||
Issuance of common stock under employee stock purchase plan, shares | 48,208 | |||||||
Conversion of Series A convertible preferred stock to common stock | $ (7) | 7 | ||||||
Conversion of Series A convertible preferred stock to common stock, shares | (708) | 1,178 | ||||||
Exercise of SARs, shares | 150,897 | |||||||
Series A convertible preferred stock dividend | $ 14 | (14) | ||||||
Series A convertible preferred stock dividend, shares | 1,415 | |||||||
Net loss | (23,226) | (23,511) | 285 | |||||
Foreign currency translation adjustments | 84 | 85 | (1) | |||||
Ending balances at Dec. 31, 2016 | 281,868 | $ 364 | $ 71 | 386,920 | (1,089) | (104,949) | $ (96) | 647 |
Ending 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 | 584,261 | |||||||
Stock-based compensation | 5,086 | 5,086 | ||||||
Payment of contingent consideration | 347 | 347 | ||||||
Payment of contingent consideration, shares | 40,372 | |||||||
Issuance of common stock under employee stock purchase plan | 1,183 | 1,183 | ||||||
Issuance of common stock under employee stock purchase plan, shares | 129,838 | |||||||
Proceeds from offering of common stock | 15,000 | $ 2 | 14,998 | |||||
Proceeds from offering of common stock, shares | 1,552,795 | |||||||
Issuance of common stock in connection with acquisitions | 2,764 | 2,764 | ||||||
Issuance of common stock in connection with acquisitions, shares | 267,818 | |||||||
Exercise of SARs, shares | 749,632 | |||||||
Series A convertible preferred stock dividend | $ 12 | (12) | ||||||
Series A convertible preferred stock dividend, shares | 1,078 | |||||||
Net loss | (61,195) | (61,284) | 89 | |||||
Foreign currency translation adjustments | 1,342 | 1,345 | (3) | |||||
Ending balances at Dec. 31, 2017 | 246,396 | $ 376 | $ 74 | 411,298 | 256 | (166,245) | $ (96) | 733 |
Ending 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 | 581,013 | |||||||
Stock-based compensation | 8,060 | 8,060 | ||||||
Issuance of common stock under employee stock purchase plan | 1,194 | 1,194 | ||||||
Issuance of common stock under employee stock purchase plan, shares | 152,965 | |||||||
Proceeds from offering of common stock | 27,967 | $ 3 | 27,964 | |||||
Proceeds from offering of common stock, shares | 3,450,000 | |||||||
Common stock issued as payment for MPUs | 827 | 827 | ||||||
Common stock issued as payment for MPUs, shares | 81,277 | |||||||
Exercise of SARs | 1 | $ 1 | ||||||
Exercise of SARs, shares | 306,409 | |||||||
Series A convertible preferred stock dividend | $ 18 | (18) | ||||||
Series A convertible preferred stock dividend, shares | 1,898 | |||||||
Net loss | (25,939) | (26,244) | 305 | |||||
Foreign currency translation adjustments | (649) | (637) | (12) | |||||
Ending balances at Dec. 31, 2018 | $ 257,858 | $ 394 | $ 79 | $ 449,343 | $ (381) | $ (192,507) | $ (96) | $ 1,026 |
Ending balances, shares at Dec. 31, 2018 | 39,442 | 79,008,243 | 29,990 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Underwriters' discounts and commissions and offering costs | $ 1,705 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | Note 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 the transportation and supply chain, heavy equipment, fixed asset monitoring and maritime industries, as well as for governments. 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 vehicle fleet management, as well as in-cab and fleet vehicle solutions to its transportation product portfolio. using multiple network platforms, including 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 plc 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 are 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 Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, the financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 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 accompanying consolidated 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 on the consolidated balance sheet. Noncontrolling interests in companies are accounted for by the cost method where the Company does not exercise significant influence over the investee. 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 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 December 31, 2018 and 2017. The Company has no guarantees or other funding obligations to those entities, and the Company had no equity in the earnings or losses of those investees for the years ended December 31, 2018, 2017 and 2016. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and during the reporting periods, and to disclose contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. The most significant estimates relate to recognition of revenue, allowances over accounts receivable, reserves over inventory balances, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, assessment of indicators of goodwill impairment, measurement of contingent considerations at fair value, determination of useful lives of the Company’s satellite network and other equipment and intangible assets, the assessment of expected cash flows used in evaluating long-lived assets, including intangible assets, for impairment, calculation of capitalized development costs, accounting for uncertainties in income tax positions, estimates associated with warranty costs and loss contingencies, estimates related to the recognition and subsequent valuation of contingent considerations and the value of securities underlying stock-based compensation. Business combinations The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations”, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the fair value of assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. Contingent consideration The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from milestone estimates and a probability assessment with respect to the likelihood of achieving performance metrics. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in FASB ASC Topic 820 “Fair Value Measurement.” At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the Company’s consolidated statement of operations. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Adverse changes in assumptions utilized in the Company’s contingent consideration fair value estimates could result in an increase in the Company’s contingent consideration obligation and a corresponding charge to operating income. Acquisition-related and integration costs Acquisition-related and integration costs include professional services expenses and identifiable integration costs directly attributable to acquisitions. For the years ended December 31, 2018, 2017 and 2016, the Company incurred acquisition-related and integration costs of $1,624, $3,315 and $1,630, respectively. These costs were expensed as incurred and are reflected in acquisition-related and integration costs on the Company’s consolidated statements of operations. Revenue recognition On January 1, 2018, the Company adopted 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 recognized 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, 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 earns service revenues from subscription-based services providing recurring AIS data services to 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 revenues 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, the estimated life of the subscriber communicator. Revenues from separately priced extended warranty service agreements extending beyond the initial warranty period, typically 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 engineering, technical and management support services. Revenues generated from installation services are recognized at a point in time using the output method when the services are completed. Revenues generated from engineering, technical and management support services 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 sales 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 sales are 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 revenue as of December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Service activation fees $ 2,813 $ 5,509 Prepaid services 7,816 2,754 Extended warranty revenues 796 459 11,425 8,722 Less current portion (5,954 ) (6,263 ) Long-term portion $ 5,471 $ 2,459 During the years ended December 31, 2018 and 2017, the Company recognized revenue of $5,236 and $6,114, respectively, which had been included as deferred revenue as of December 31, 2017 and 2016. Shipping costs billed to customers are included in product sales and the related costs are included as cost of product sales on the Company’s consolidated statements of operations. The Company generates revenue from leasing arrangements of subscriber communicators, under FASB ASC Topic 840 “Leases” (“ASC 840”), 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: Year Ended December 31, 2018 2017 2016 Revenue from contracts with customers: Recurring service revenues $ 148,367 $ 126,540 $ 106,515 Other service revenues 5,222 8,398 6,366 Total service revenues 153,589 134,938 112,881 Product sales 117,018 112,942 73,863 Total revenue from contracts with customers 270,607 247,880 186,744 Product sales recognized under ASC 840 5,533 6,340 — Total revenues $ 276,140 $ 254,220 $ 186,744 Revenue recognition for arrangements with multiple performance obligations 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, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative stand-alone selling prices of each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations when sold on its own 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 stand-alone selling price of each element, regardless of the discount. The Company has determined that arrangements provided to its customers do not include significant and incremental discounts. The Company has elected not to disclose the value of unsatisfied performance obligations since these obligations would have an original expected length of one year or less. Costs of revenues The Company operates its own LEO satellite network and accompanying ground equipment, including fifteen gateway earth stations, three AIS data reception earth stations, and three regional gateway control centers. The Company’s proprietary satellite-based communications system is typically characterized by high initial capital expenditures and relatively low marginal costs for providing service. The Company resells network connectivity for two other satellite networks and seven terrestrial network partners. Reselling network connectivity typically involves a cost for each device connected to the network system and the amount paid to each provider will vary. Cost of services is comprised of expenses to operate the Company’s network, such as payroll and related costs, including stock-based compensation, installation costs, and usage fees to third-party networks. The Company mostly sells industrial IoT telematics devices and modems that the Company designs and builds with contract manufacturers. Cost of product sales includes the purchase price of subscriber communicators and SIMs sold, costs of warranty obligations, shipping charges, as well as operational costs of the Company’s employees and inventory management to fulfill customer orders. Foreign currency translation The Company has foreign operations where the functional currency is the local currency. For these operations, assets and liabilities are translated using end-of-period exchange rates and revenues, expenses and cash flows are translated using average rates of exchange for the period. Equity is translated at the rate of exchange at the date of the equity transaction. Translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are included in other income (expense) on the consolidated statements of operations. Foreign currency translation gains and losses related to operational expenses denominated in a currency other than the functional currency are included in selling, general and administrative expenses (“SG&A”) on the consolidated statements of operations. For the years ended December 31, 2018, 2017 and 2016, the Company recorded a foreign currency translation loss of $76, $374, and $4, respectively. 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 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 amounts of the Company’s financial instruments, including cash, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term nature of these items. The fair value of the Senior Secured Notes is based on observable relevant market information. Fluctuation between the carrying amount and the fair value of the Senior Secured Notes for the period presented is associated with changes in market interest rates. The Company may redeem all or part of the Senior Secured Notes at any time or from time to time at its option at specified redemption prices that would include “make-whole” premiums. Refer to “Note 10 – Notes Payable” for more information. The carrying amounts and fair values of the Company’s Senior Secured Notes are shown in the following table: December 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes $ 250,000 $ 255,000 $ 250,000 $ 266,550 The fair value of the note payable-related party, $1,298 book value, has a de minimis value. Cash and cash equivalents The Company considers all liquid investments with original maturities of three months or less, at the time of purchase, to be cash equivalents. At December 31, 2018 and 2017, the Company had a cash balance of $53,766 and $34,830, respectively. 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 years ended December 31, 2018 and 2016. For the year ended December 31, 2017, JB Hunt Transport Services, Inc. comprised 10.8% of the Company’s consolidated total revenues. There were no customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable as of December 31, 2018 and 2017. As of December 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 weighted average cost basis. At December 31, 2018 and 2017, inventory, net of inventory obsolescence, consisted primarily of finished goods and purchased parts to be utilized by its contract manufacturer totaling $27,701 and $34,465, respectively, and raw materials totaling $6,599 and $7,972, respectively. The Company reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. A provision, recorded in cost of product sales on the Company’s consolidated statements of operations, is made for potential losses on slow-moving and obsolete inventories, when identified. Satellite network and other equipment, net Satellite network and other equipment, net are stated at cost less accumulated depreciation and amortization. Major renewals and improvements are capitalized, while maintenance and repairs are charged to operations as incurred. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful life or their respective lease term. The following table provides the range of estimated useful lives used for each asset type: Useful Life (years) Satellite network 10 Capitalized software 3-7 Computer hardware 3 Other 2-7 Satellite network includes costs of the constellation of satellites, and the ground and control facilities, consisting of gateway earth stations, gateway control centers and the network control center. As of December 31, 2018 and 2017, assets under construction primarily consist of costs associated with acquiring, developing and testing software and hardware for internal and external use that have not yet been placed into service. The Company capitalized interest on its Initial Term Loan Facility, as defined below, during the construction period of its satellites and began depreciating these costs upon the satellites being placed into service. Capitalized interest was added to the cost of the satellites prior to being placed in service. The Company capitalized interest and deferred issuance costs associated with these facilities through March 1, 2016, the date the final 11 OG2 satellites were placed in service. For the year ended December 31, 2016, interest capitalized was $744. 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 undiscounted cash flows the assets are expected to generate. An impairment loss is recognized to the extent the carrying value exceeds the 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. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received. During the years ended December 31, 2017 and 2016, an impairment loss of $31,224 and $10,680 was recorded, respectively, to write off the net book value relating to the Company’s in-orbit OG2 satellites. In addition, an impairment loss of $466 to write off the net book value related to one of the Company’s leased AIS satellites was recorded in the year ended December 31, 2016. There was no impairment loss recorded for the year ended December 31, 2018. See “Note 6 – Satellite Network and Other Equipment, Net” for additional details relating to the impairment of these satellites. Capitalized development costs for internal use The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal-use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years. Capitalized development costs for external use The Company capitalizes certain software development costs upon the establishment of technological feasibility. Technological feasibility is considered to have occurred upon completion of either a detail program design or a working model. Software development costs will be amortized over the estimated life of the product once it is has been released for commercial sale. Capitalized patent defense costs The Company capitalizes costs incurred in connection with the defense of a patent the Company owns when the defense against the alleged infringer is deemed probable of success, and the costs will increase the value of the patent. Goodwill Goodwill represents the excess of the purchase price over the underlying net tangible and intangible assets of the Company’s acquisitions. Goodwill is not amortized, but is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company operates in one reportable segment which is its only reporting unit. The Company tests for an indication of goodwill impairment annually on November 30 or when an indicator of impairment exists, by comparing the fair value of the reporting unit to its carrying value. If there is an indication of impairment, the Company performs a “step two” test to measure the impairment. There was no impairment of goodwill for the years ended December 31, 2018, 2017 and 2016. Intangible assets Intangible assets that are not considered to have an indefinite life are amortized over their useful lives. Intangible assets include patents and technology, customer lists and trademarks. Intangible assets are amortized using the straight line method over the estimated useful lives of the assets. Impairment of long-lived assets The Company reviews its long-lived assets and amortizable intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also re-evaluates the periods of depreciation and amortization for these assets. The Company recognizes an impairment loss when the sum of the future undiscounted net cash flows expected to be realized from the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value, which is determined using the projected discounted future net cash flows, using the appropriate discount rate. 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 sales. The warranty accrual is included in accrued liabilities on the Company’s consolidated balance sheets. Separately-priced extended warranty coverage is recorded as warranty revenue over the term of the extended warranty coverage and the related warranty costs are recorded as incurred during the coverage period. Warranty coverage that includes additional services, such as repairs and maintenance of the product, is treated as a separate performance obligation and the related warranty and repairs/maintenance costs are recorded as incurred. Income taxes The Company estimates its income taxes separately for each tax jurisdiction in which it conducts operations. This process involves estimating actual current tax expense and assessing temporary differences resulting from different treatment of items between book and tax which results in deferred tax assets and liabilities. The Company recognizes a change in income in tax rates on deferred tax assets and liabilities in the period that includes the enactment date. Valuation allowances are established when realization of deferred tax assets is not considered more likely than not. The Company recognizes the effect of tax law changes in the period of enactment. Changes in existing tax laws and rates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amounts of the Company’s deferred tax liabilities or the valuations of the Company’s deferred tax assets over time. The Company’s accounting for deferred tax consequences represents management’s best estimate of future events that can be appropriately reflected in the accounting estimates. In determining whether the realization of deferred tax assets is considered to be more likely than not, the Company assesses the realizability of the deferred tax assets on a jurisdiction by jurisdiction basis. This assessment is dependent upon past operating results and projected profitability. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence is objectively verified. The Company accounts for uncertainty in income tax positions using a two-step approach. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure the tax position at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Loss contingencies The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made. Pre-acquisition contingencies The Company has evaluated pre-acquisition contingencies that existed as of the acquisition dates of the businesses acquired. If any pre-acquisition contingencies acquired as part of an acquisition become probable and estimable, the Company will record such amounts at fair market value in the measurement period or the Company’s results of operations after the measurement period, as applicable. Stock-based compensation The Company measure |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions 2017 Business Development Blue Tree Systems Limited On October 2, 2017, pursuant to a 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; (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 (the “Blue Tree Acquisition”). 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. The total consideration for the Blue Tree Acquisition was $37,107, of which $776 represents acquisition date contingent consideration at fair value, in a debt-free, cash-free transaction. During the year ended December 31, 2018, the Company recorded a measurement period adjustment related to certain working capital accounts, resulting in a decrease in goodwill of $393. The 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 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 and 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 that 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 account amount, the value of any then submitted and unresolved indemnification claims will be retained in the escrow account 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. The financial milestone for this contingent consideration has not been met, and therefore, the Company recorded a reduction of the contingent liability of $776 in selling, general and administrative (“SG&A”) expenses on the consolidated statement of operations for the year ended December 31, 2018. 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, 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”). Purchase Price Allocation The Inthinc Acquisition has been accounted for using the Acquisition Method. The excess of the 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 year ended December 31, 2018, the Company recorded a measurement period adjustment related to certain working capital accounts, resulting in a decrease in goodwill of $156. 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 purchase price allocation for the acquisition is as follows: Amount Accounts receivable $ 2,652 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 24,995 Accounts payable 4,613 Accrued expenses 275 Other current and non-current liabilities 1,326 Total liabilities assumed 6,214 Net identifiable assets acquired 18,781 Goodwill 26,054 Total 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 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 assets, 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 acquisition date present value 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 these intangible assets. The remaining useful lives of the customer lists were based on the customer attrition and 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 that 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, $1,000 was placed in an escrow account through September 9, 2019 to fund any working capital and 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 account amount, the value of any then submitted and unresolved indemnification claims will be retained in the escrow account until such time as the applicable claims are resolved. In the year ended December 31, 2018, the Company received $1,000 from the escrow account to partially fund the working capital adjustment payment and indemnification obligations due to the Company and recorded a credit to SG&A expenses in the year ended December 31, 2018. Acquired Customer Product Obligation 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 obligation is estimated based on Inthinc’s historical costs 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 obligation relating to the Inthinc Acquisition throughout the measurement period. If the Company determines that adjustments to this amount is required during the remainder of the measurement period, such amount will be recorded as an adjustment to goodwill. On June 9, 2017, the Company had estimated additional product obligations of $1,032 relating to customer product obligations it was investigating associated with the Inthinc Acquisition as a result of undisclosed commitments made by Inthinc prior to the Company’s acquisition of Inthinc. As of December 31, 2018, the Company had a remaining liability of $546 in accrued liabilities on the Consolidated Balance Sheet in connection with this acquired product liability 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 December 31, 2018, the Company recorded $2,063 in accrued expenses on the consolidated balance sheet in connection with the contingent consideration. As of December 31, 2017, the Company recorded $9,313 in other non-current liabilities on the consolidated balance sheet in connection with the contingent consideration. Three financial milestones for this additional consideration are not expected to be met and the fourth financial milestone is estimated to be met at a lower than previously estimated level. Therefore, the Company recorded a reduction of the contingent liability of $7,250 and $795 in SG&A expenses on the consolidated statement of operations for the years ended December 31, 2018 and 2017, respectively. For the year ended December 31, 2017, charges of $274 were recorded in SG&A expenses for accretion associated with the contingent consideration. 2016 Business Development Skygistics Ltd. On May 26, 2016, pursuant to an Asset Purchase Agreement entered into on April 11, 2016 among a wholly owned subsidiary of the Company, Skygistics Propriety Limited and Satconnect Propriety Limited (the “Skygistics Sellers”), the Company completed the acquisition of substantially all of the assets of Skygistics (PTY) Ltd. (“Skygistics”), for a purchase price of $3,835 and additional contingent consideration of up to $954, subject to certain operational milestones (the “Skygistics Acquisition”). Purchase Price Allocation The Skygistics Acquisition has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill. The total consideration for the Skygistics Acquisition was $4,349, of which $514 represents acquisition date contingent consideration at fair value, in a debt-free, cash-free transaction. The purchase price allocation for the Skygistics Acquisition is as follows: Amount Cash and cash equivalents $ 383 Accounts receivable 939 Inventories 292 Other current assets 112 Property, plant and equipment 418 Deferred tax assets 105 Intangible assets 1,545 Total identifiable assets acquired 3,794 Accounts payable and accrued expenses 410 Deferred tax liabilities 433 Other liabilities 11 Total liabilities assumed 854 Net identifiable assets acquired 2,940 Goodwill 1,409 Total preliminary purchase price $ 4,349 Intangible Assets The estimated fair value of the customer lists was determined using the Customer List Valuation Technique. The discount rate used to arrive at the acquisition date present value of the customer lists was 19%. The remaining useful lives of customer lists were based on the customer attrition and projected economic benefit of these customers. The Company recorded a customer list intangible asset in the amount of $1,545 and assigned an estimated useful life of 13 years to the customer list intangible asset. Goodwill The Skygistics Acquisition provides a broad range of satellite and cellular connectivity options, as well as telematics solutions centered on the management of remote and mobile assets to more than 250 telematics and enterprise customers. These factors contributed to a preliminary estimated purchase price resulting in recognition of goodwill. The goodwill attributable to the Skygistics Acquisition is not deductible for tax purposes. Indemnification Asset In connection with the Asset Purchase Agreement, the Company entered into an escrow agreement with the Skygistics Sellers and an escrow agent. Under the terms of the escrow agreement, $757 was placed in an escrow account through August 2017 to fund any indemnification obligations owed to the Company under the Asset Purchase Agreement. In November 2016, half of the escrow amount was released from the escrow fund to the Skygistics Sellers and, in August 2017, the remainder was released to the Skygistics Sellers, in accordance with the terms of the escrow agreement. Contingent Consideration Additional consideration is conditionally due to the Skygistics Sellers upon achievement of certain financial milestones through April 2017. 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. The financial milestone for this additional consideration has not been met, and therefore, the Company recorded a reduction of the contingent liability of $519 in SG&A expenses on the consolidated statement of operations for the year ended December 31, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 4. Stock-Based Compensation On April 20, 2016, the stockholders of the Company approved the ORBCOMM Inc. 2016 Long-Term Incentives Plan (the “2016 LTIP”). The 2016 LTIP replaces the Company’s 2006 Long-Term Incentive Plan (the “2006 LTIP”). The number of shares authorized for delivery under the 2016 LTIP is 6,949,400 shares, including 1,949,400 shares that remained available under the 2006 LTIP as of February 17, 2016, plus any shares previously subject to awards under the 2006 LTIP that are cancelled, forfeited or lapse unexercised after that date. As of December 31, 2018, there were 3,106,299 shares available for grant under the 2016 LTIP. For the years ended December 31, 2018, 2017 and 2016, the Company recognized stock-based compensation expense of $7,910, $5,673, and $5,023, respectively. For the years ended December 31, 2018, 2017 and 2016, the Company capitalized stock-based compensation of $503, $453, and $316, respectively. The Company has not recognized, and currently does not expect to recognize in the foreseeable future, any tax benefit related to stock-based compensation as a result of the full valuation allowance on its net deferred tax assets and its net operating loss carryforwards generated in the U.S. The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016: Years Ended December 31, 2018 2017 2016 Cost of services $ 666 $ 525 $ 559 Cost of product sales 162 78 44 Selling, general and administrative 6,065 4,706 4,082 Product development 1,017 364 338 Total $ 7,910 $ 5,673 $ 5,023 As of December 31, 2018, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $10,734. Time-Based Stock Appreciation Rights A summary of the Company’s time-based Stock Appreciation Rights (“SARs”) for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 2,564,394 $ 5.38 Granted — — Exercised (345,300 ) 4.93 Forfeited or expired (20,000 ) 8.58 Outstanding at December 31, 2018 2,199,094 $ 5.36 3.69 $ 5,514 Exercisable at December 31, 2018 2,139,094 $ 5.41 3.56 $ 5,867 Vested and expected to vest at December 31, 2018 2,199,094 $ 5.36 3.69 $ 5,514 For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $187, $589 and $270 related to these time-based SARs, respectively. As of December 31, 2018, $182 of total unrecognized compensation cost related to the time-based SARs is expected to be recognized through December 2019. The weighted-average grant date fair value of the time-based SARs granted in 2017 was $4.85 and per share, respectively. There were no time-based SARs granted during the year ended December 31, 2018 and 2016. The intrinsic value of the time-based SARs exercised during the year ended December 31, 2018 was $1,833. Performance-Based Stock Appreciation Rights A summary of the Company’s performance-based SARs for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 504,473 $ 5.80 Granted — — Exercised (186,187 ) 2.74 Forfeited or expired (84,790 ) 11.00 Outstanding at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 Exercisable at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 Vested and expected to vest at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $0, $0 and $2 related to these performance-based SARs, respectively. As of December 31, 2018, no unrecognized compensation cost related to the performance-based SARs is expected to be recognized. There were no performance-based SARs granted during the years ended December 31, 2018, 2017 and 2016. The intrinsic value of the performance-based SARs exercised during the year ended December 31, 2018 was $1,390. 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 period 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 an 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 years ended December 31, 2018 and 2016. Year Ended December 31, 2018 2017 2016 Risk-free interest rate None 2.10% None Expected life (years) None 6.0 None Estimated volatility factor None 59.85% None Expected dividends None None None Time-Based Restricted Stock Units A summary of the Company’s time-based Restricted Stock Units (“RSUs”) for the year ended December 31, 2018 is as follows: Shares Weighted-Average Grant Date Fair Value Balance at January 1, 2018 818,480 $ 9.95 Granted 606,249 9.44 Vested (432,189 ) 9.32 Forfeited or expired (72,516 ) 10.46 Balance at December 31, 2018 920,024 $ 9.60 For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $4,627, $3,084 and $2,495 related to these time-based RSUs, respectively. As of December 31, 2018, $6,449 of total unrecognized compensation cost related to the time-based RSUs is expected to be recognized through June 2022. Performance-Based Restricted Stock Units A summary of the Company’s performance-based RSUs for the year ended December 31, 2018 is as follows: Shares Weighted-Average Grant Date Fair Value Balance at January 1, 2018 444,734 $ 9.48 Granted 387,748 9.15 Vested (168,068 ) 9.16 Forfeited or expired (50,809 ) 9.41 Balance at December 31, 2018 613,605 $ 9.44 For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $2,478, 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. Market Performance Units The Company grants Market Performance Units (“MPUs”) to its senior executives based on stock price performance over a three-year period measured on December 31 of each year in the performance period. The MPUs will vest in equal installments at the end of each year in the performance period only if the Company satisfies the stock price performance targets and the senior executives continue employment through the dates the Compensation Committee has determined that the targets have been achieved. As of December 31, 2018, the Compensation Committee determined that the fiscal year 2018 stock price performance targets were partially achieved for the 2018, 2017 and 2016 MPUs. As the MPUs contain both performance and service conditions, they 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 based on the following assumptions: Years Ended December 31, 2018 2017 2016 Risk-free interest rate 2.46% to 2.63% 1.76% to 1.98% 0.85% to 1.47% Estimated volatility factor 29.0% 27.0% 33.0% Expected dividends None None None For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation of $346, $862 and $781 relating to these MPUs, respectively. As of December 31, 2018, the Company recorded $527 and $131 in accrued liabilities and other non-current liabilities related to the MPUs, respectively, on the Consolidated Balance Sheet. As of December 31, 2017, the Company recorded $895 and $301 in accrued liabilities and other non-current liabilities related to the MPUs, respectively, on the 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 2017 stock performance targets for the 2017, 2016 and 2015 MPUs. Employee Stock Purchase Plan On February 16, 2016, the Company’s board of directors adopted the ORBCOMM Inc. Employee Stock Purchase Plan (“ESPP”), which was approved by the Company’s shareholders on April 20, 2016. Under the terms of the ESPP, 5,000,000 shares of the Company’s common stock are available for issuance and eligible employees may have up to 10% of their gross pay deducted from their payroll, up to a maximum of $25 per year, to purchase shares of ORBCOMM common stock at a discount of up to 15% of its fair market value, subject to certain conditions and limitations. For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $272, $183 and $88, respectively, relating to the ESPP. For the year ended December 31, 2018, 71,440 shares and 81,525 shares of the Company’s common stock were purchased under the ESPP at a price of $8.06 and $8.21 per share, respectively. For the year ended December 31, 2017, 75,888 shares and 53,950 shares of the Company’s common stock were purchased under the ESPP at a price of $6.97 and $8.81 per share, respectively. |
Net Income (Loss) Attributable
Net Income (Loss) Attributable to ORBCOMM Inc. Common Stockholders | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Attributable to ORBCOMM Inc. Common Stockholders | Note 5. Net Income (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) income 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 EPS calculations for the years ended December 31, 2018, 2017 and 2016: Years ended December 31, 2018 2017 2016 Net loss attributable to ORBCOMM Inc. common stockholders $ (26,262 ) $ (61,296 ) $ (23,525 ) Weighted average number of common shares outstanding: Basic number of common shares outstanding 77,603 72,882 70,907 Dilutive effect of grants of stock options, unvested SARs and RSUs and shares of Series A convertible preferred stock — — — Diluted number of common shares outstanding 77,603 72,882 70,907 Earnings per share: Basic $ (0.34 ) $ (0.84 ) $ (0.33 ) Diluted $ (0.34 ) $ (0.84 ) $ (0.33 ) The computation of net loss attributable to ORBCOMM Inc. common stockholders for the years ended December 31, 2018, 2017 and 2016 is as follows: Years Ended December 31, 2018 2017 2016 Net loss attributable to ORBCOMM Inc. $ (26,244 ) $ (61,284 ) $ (23,511 ) Preferred stock dividends on Series A convertible preferred stock (18 ) (12 ) (14 ) Net loss attributable to ORBCOMM Inc. common stockholders $ (26,262 ) $ (61,296 ) $ (23,525 ) |
Satellite Network and Other Equ
Satellite Network and Other Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Satellite Network and Other Equipment, Net | Note 6. Satellite Network and Other Equipment, Net Satellite network and other equipment, net consisted of the following: December 31, 2018 2017 Land $ 381 $ 381 Satellite network 195,886 193,292 Capitalized software 67,509 45,062 Computer hardware 5,850 5,189 Other 5,610 5,276 Assets under construction 12,489 16,539 287,725 265,739 Less: accumulated depreciation and amortization (127,655 ) (91,561 ) $ 160,070 $ 174,178 During the years ended December 31, 2018, 2017 and 2016, 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 amounts of $12,817, $12,776 and $9,786, respectively. Depreciation and amortization expense for the years ended December 31, 2018, 2017 and 2016 was $36,609, $33,889 and $30,465, respectively, including amortization of internal-use software of $3,433, $6,186 and $3,545 for the years ended December 31, 2018, 2017 and 2016, respectively. For the years ended December 31, 2018 As of December 31, 2018 and 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. One OG2 satellite that was launched in December 2015 experienced a solar array anomaly in July 2016 that resulted in the satellite entering a safe mode and being taken out of commercial service. This satellite had previously been intermittently providing AIS service and regularly communicating with the ground infrastructure. In June 2017, there was a loss of communication with the prototype OG2 satellite that was launched in December 2015, and in July 2017 there was a loss of communication with an OG2 satellite that was launched in July 2014. The Company recorded a non-cash impairment charge of $31,224 in the quarter ended September 30, 2017 to write-off the net book value of the three OG2 satellites. In addition, the Company decreased satellite network and other equipment by $39,576 and the associated accumulated depreciation by $8,352 to remove the assets as of September 30, 2017. In August 2016, the Company lost communication with one of its OG2 satellites, launched on July 14, 2014. The Company recorded a non-cash impairment charge of $10,680 on the consolidated statement of operations in the quarter ended September 30, 2016 to write-off the net book value of the satellite. In addition, the Company decreased satellite network and other equipment, net and the associated accumulated depreciation by $13,474 and $2,794, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 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: 2018 2017 Balance at January 1, $ 166,678 $ 114,033 Additions through acquisitions — 52,645 Measurement period adjustments (549 ) — Balance at December 31, $ 166,129 $ 166,678 During the year ended December 31, 2018, the following key items impacted goodwill: • The Company recorded measurement period adjustments to the preliminary purchase price allocation of the Blue Tree Acquisition of $393. • The Company recorded measurement period adjustments to the preliminary purchase price allocations of the Inthinc Acquisition of $156. During the year ended December 31, 2017, the following key items impacted goodwill: • The Company recognized goodwill of $26,435 in connection with the Blue Tree Acquisition. • The Company recognized goodwill of $26,210 in connection with the Inthinc Acquisition. Goodwill is allocated to the Company’s one reportable segment which is its only reporting unit. Intangible assets, net consisted of the following: December 31, 2018 December 31, 2017 Useful life (years) Cost Accumulated amortization Net Cost Accumulated amortization Net Customer lists 5 - 15 $ 113,357 $ (39,966 ) $ 73,391 $ 113,357 $ (29,451 ) $ 83,906 Patents and technology 3 - 10 23,424 (10,551 ) 12,873 23,424 (8,080 ) 15,344 Trade names and trademarks 1 - 2 3,003 (3,003 ) — 3,003 (2,914 ) 89 $ 139,784 $ (53,520 ) $ 86,264 $ 139,784 $ (40,445 ) $ 99,339 At December 31, 2018, the weighted-average amortization period for the intangible assets was 10.5 years. At December 31, 2018, the weighted-average amortization periods for customer lists, patents and technology and trade names and trademarks were 10.9, 9.3 and 1.2 years, respectively. Amortization expense for the years ended December 31, 2018, 2017 and 2016 was $13,075, $11,792 and $12,338, respectively. Estimated future amortization expense for intangible assets is as follows: Years ending December 31, 2019 12,328 2020 12,145 2021 11,486 2022 11,060 2023 10,782 2024 10,496 Thereafter 17,967 $ 86,264 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Note 8. Accrued Liabilities Accrued liabilities consisted of the following: December 31, December 31, 2018 2017 Accrued compensation and benefits $ 9,367 $ 8,637 Accrued warranty obligations 5,624 4,153 Acquired customer product liabilities 546 858 Corporate income tax payable 1,521 1,415 Contingent consideration amount 2,063 — VAT payable 2,286 — Accrued satellite network and other equipment 227 595 Accrued inventory purchases 219 1,598 Accrued interest expense 5,000 4,944 Accrued professional fees 303 303 Accrued airtime charges 901 1,670 Other accrued expenses 7,678 8,843 $ 35,735 $ 33,016 Changes in accrued warranty obligations consisted of the following: 2018 2017 Balance at January 1, $ 4,153 $ 1,842 Warranty liabilities assumed from acquisitions 151 152 Reduction of warranty liabilities assumed in connection with acquisitions (486 ) (119 ) Warranty expense 3,878 2,654 Warranty charges (2,072 ) (376 ) Balance at December 31, $ 5,624 $ 4,153 |
Note Payable-Related Party
Note Payable-Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable-Related Party | Note 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 December 31, 2018 and 2017, the principal balance of the note payable was €1,138, with a carrying value of $1,298 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 of the note was amortized to interest expense over the six-year estimated life, which ended on September 30, 2011. This note does not bear interest and has no fixed repayment term. Repayment of the note 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, as the Company does not expect any repayments to be required prior to December 31, 2019. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 10. Notes 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 the Company’s 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 years ended December 31, 2018 and 2017, amortization of the debt issuance costs was $776 and $563, respectively. The Company recorded charges of $20,776 and $14,444 to interest expense on its Consolidated Statements of Operations for the years ended December 31, 2018 and 2017, respectively, 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 from 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 and 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 Agreement contains customary representations and warranties, conditions to funding, covenants and events of default. At December 31, 2018, no amounts were outstanding under the Revolving Credit Facility. As of December 31, 2018, the Company was in compliance with all financial covenants under the Revolving Credit Agreement. 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 (the “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 Software, 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. 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 and were subject to mandatory prepayments in certain circumstances. The Secured Credit Facilities bore 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%. In connection with entering into the Secured Credit Facilities Credit Agreement, and the subsequent funding of the Initial Term Loan Facility, Prior Revolving Credit Facility, Term B2 Facility and the Term B3 Facility, the Company incurred debt issuance costs of approximately $4,481. For the years ended December 31, 2017 and 2016, amortization of the debt issuance costs of $229 and $836, respectively, were recorded in interest expense on the Consolidated Statements of Operations. For the year ended December 31, 2016, the Company capitalized $744 of the interest expense and amortization of the debt issuance costs associated with the Initial Term Loan Facility and Prior Revolving Credit Facility as part of the construction of the OG2 satellites. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Preferred Stock The Company currently has 50,000,000 shares of preferred stock authorized. Series A Convertible Preferred Stock The Company currently has 1,000,000 shares of Series A convertible preferred stock authorized. As part of the purchase price for the acquisition of StarTrak Systems LLC in 2011, the Company issued 183,550 shares of Series A convertible preferred stock, of which 39,442 shares remain outstanding as of December 31, 2018. Key terms of the Series A convertible preferred stock are as follows: Dividends Holders of the Series A convertible preferred stock are entitled to receive a cumulative 4% dividend annually (calculated on the basis of the redemption price of $10.00 per share) payable quarterly in additional shares of the Series A convertible preferred stock. During the years ended December 31, 2018 and 2017, the Company issued dividends in the amounts of 1,898 and 1,078 shares to the holders of the Series A convertible preferred stock, respectively. There were no dividends in arrears as of December 31, 2018. Conversion Shares of the Series A convertible preferred stock are convertible into 1.66611 shares of common stock: (i) at the option of the holder at any time or (ii) at the option of the Company beginning six months from the issuance date and if the average closing market price for the Company’s common stock for the preceding twenty consecutive trading days equals or exceeds $11.20 per share. Voting Each share of the Series A convertible preferred stock is entitled to one vote for each share of common stock into which the preferred stock is convertible. Liquidation In the event of any liquidation, sale or merger of the Company, the holders of the Series A convertible preferred stock are entitled to receive prior to and in preference over the holders of the common stock an amount equal to $10.00 per share plus unpaid dividends. Redemption The Series A convertible preferred stock may be redeemed by the Company for an amount equal to the issuance price of $10.00 per share plus all unpaid dividends at any time after two years from the issuance date. Common Stock At December 31, 2018, the Company had reserved 15,933,782 shares of common stock for future issuances related to employee stock compensation plans. 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 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 unspecified 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 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. 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 the Company’s common stock for the 30 trading days ended on June 14, 2017. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 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 74% of the Company’s consolidated revenue is collected in U.S. dollars. The following table summarizes revenues on a percentage basis by geographic region, based on the region in which the customer is located. Year Ended December 31, 2018 2017 2016 United States 63 % 78 % 62 % South America 10 % 7 % 11 % Japan 5 % 2 % 2 % Europe 15 % 9 % 18 % Other 7 % 4 % 7 % 100 % 100 % 100 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The following is a summary of the Company’s provision for income taxes for the years ended December 31, 2018, 2017 and 2016: December 31, 2018 2017 2016 Current Federal $ 95 $ 26 $ — State 4 106 (64 ) International 6,137 1,757 387 Total 6,236 1,889 323 Deferred Federal (5,754 ) (6,231 ) (10,943 ) State 107 (2,340 ) (1,115 ) International (2,055 ) (185 ) (98 ) Valuation allowance 6,124 6,458 12,350 Total (1,578 ) (2,298 ) 194 Income taxes $ 4,658 $ (409 ) $ 517 United States and foreign income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 is as follows: Year Ended December 31, 2018 2017 2016 United States $ (33,786 ) $ (69,333 ) $ (28,855 ) Foreign 12,505 7,729 6,146 Total $ (21,281 ) $ (61,604 ) $ (22,709 ) The components of net deferred tax assets (liabilities) are as follows: December 31, 2018 2017 Deferred tax assets: Acquisition-related costs $ 441 $ 502 Deferred revenues 2,300 1,927 Allowance for doubtful accounts 1,274 887 Inventory 1,709 1,350 Deferred compensation 2,614 2,665 Bonus accrual 874 655 Vacation accrual 191 203 Deferred rent 551 625 Warranty accrual 1,374 970 Accrued expenses 466 454 Satellite network and other property 8,051 10,852 Foreign tax credit 1,487 1,618 Alternative minimum tax credit 325 325 Tax loss carryforwards and credits 29,129 20,628 Other 12 4 Total deferred tax assets 50,798 43,665 Deferred tax liabilities: Intangible assets (15,292 ) (18,431 ) Goodwill (5,035 ) (2,429 ) Total deferred tax liabilities (20,327 ) (20,860 ) Net deferred tax assets before valuation allowance 30,471 22,805 Less valuation allowance (46,471 ) (40,347 ) Net deferred tax assets (liabilities) (16,000 ) (17,542 ) Deferred tax assets, non-current 109 104 Deferred tax liabilities, non-current (16,109 ) (17,646 ) Net deferred tax liabilities $ (16,000 ) $ (17,542 ) Income taxes differ from the amount computed by applying the statutory U.S. federal income tax rate because of the effect of the following items: Year Ended December 31, 2018 2017 2016 Income tax expense at U.S. statutory rate $ (4,468 ) $ (20,946 ) $ (7,720 ) State income taxes, net of federal benefit 103 (2,261 ) (1,186 ) Effect of foreign subsidiaries 1,841 (283 ) (291 ) Tax credits (660 ) (686 ) (633 ) Global intangible low-taxed income inclusion 2,141 Other permanent items (199 ) (2,374 ) (1,183 ) Change in uncertain tax positions 346 — 124 True-up from prior years (571 ) — (831 ) Change in domestic tax rate — 19,353 — Other 1 330 (113 ) Change in valuation allowance 6,124 6,458 12,350 Income tax $ 4,658 $ (409 ) $ 517 On December 22, 2017, new federal tax reform legislation was enacted in the United States, resulting in significant changes from previous tax law. The U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) The key impacts of the 2017 Tax Act on the Company’s financial statements were the re-measurement of deferred tax balances to the new corporate tax rate and the calculation of any impacts of the transition tax. The re-measurement of the deferred tax balances to the new corporate rate is complete and those amounts are not provisional. Although the Company has taxable earnings and profits from its foreign subsidiaries, the Company had no cash tax payments for the transition tax. The amount of taxable foreign earnings and profits was significantly less than the Company’s expected tax losses for 2017, therefore, the Company utilized these losses to offset the income inclusion regarding the transition tax. The Company has determined that it will elect an accounting policy to treat tax on global intangible low-taxed income inclusions under the 2017 Tax Act as a period cost when incurred. As part of the Company’s accounting for the acquisitions, a portion of the purchase price was allocated to goodwill. The acquired goodwill is deductible for tax purposes and amortized over fifteen years for income tax purposes. Under GAAP, the acquired goodwill is not amortized in the Company’s financial statements. As such, a deferred income tax expense and a deferred tax liability arise as a result of the tax deductibility for this amount for tax purposes but not for financial statement purposes. The resulting deferred tax liability, which is expected to continue to increase over time, will remain on the Company’s balance sheet indefinitely unless there is an impairment of the asset. As a result of the 2017 Tax Act and the changes it made to net operating loss carry forward rules, the Company is now able to use the above deferred tax liability as a source of future taxable income in evaluating the need for a valuation allowance. This change resulted in a deferred tax benefit of $1,693 during the year ended December 31, 2017. As of December 31, 2018 and 2017, the Company maintained a valuation allowance against all of its net deferred tax assets, excluding goodwill, attributable to operations in the United States as the realization was not considered more likely than not. The net change in the total valuation allowance for the years ended December 31, 2018, 2017 and 2016 was $6,124, $6,458 and $12,350, respectively. On January 1, 2017, the company adopted ASU 2016-09. Prior to adopting the ASU, the Company recognized tax benefits associated with the exercise of SARs and stock options and vesting of RSUs directly to stockholders’ equity only when the tax benefit reduces income tax payable on the basis that a cash tax savings has occurred. As a result of adopting this ASU the Company recognized the benefit of net operating loss carryovers that were created as a result of previous windfall tax deductions. The gross amount of windfall deductions that were previously not recognized was approximately $6,529. Due to a full valuation allowance, the recognition of the benefit for the windfall deductions did not have any impact to the consolidated balance sheet or consolidated statement of operations. As of December 31, 2018 and 2017, the Company had potentially utilizable federal net operating loss tax carryforwards of $108,746 The utilization of the Company’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carryforwards before their utilization. As of December 31, 2018, the Company has not provided deferred income taxes on the undistributed earnings of its foreign subsidiaries. The amount of such earnings was $21,603. These earnings have been permanently reinvested and the Company does not plan to initiate action that would precipitate the payment of income taxes thereon. It is not practicable to estimate the amount of additional tax that might be payable on these undistributed earnings. The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits: 2018 2017 2016 Balance at January 1, $ 856 $ 856 $ 775 Additions for tax positions related to prior years 398 — 81 Additions for tax positions related to current year — — — Reductions for tax positions of prior years (52 ) — — Settlements — — — Balance at December 31, $ 1,202 $ 856 $ 856 No interest and penalties related to unrecognized tax benefits were accrued during the years ended December 31, 2018 and 2017. The Company accrued interest and penalties related to uncertain tax positions of $43 for the year ended December 31, 2016. Interest and penalties are not reflected in the table above and are included in income tax expense. As of December 31, 2018, $1,121 of the unrecognized tax benefits have been recorded as a reduction to the Company’s federal and state net operating loss tax carryforwards in deferred tax assets. Due to the existence of the Company’s valuation allowance, $775 of these unrecognized tax benefits, if recognized, would not impact the Company’s effective income tax rate. The remaining balance of $427, if recognized, would affect the effective tax rate. The Company is subject to U.S. federal and state examinations by tax authorities from 2015 and 2014, respectively. The Company is also subject to examinations in its material non-U.S. jurisdictions for 2013 and later years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies 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 years ended December 31, 2018, 2017 and 2016, airtime credits used totaled approximately $30, $31, and $28, respectively. As of December 31, 2018 and 2017, unused credits granted by the Company were approximately $1,948 and $1,978, respectively. Operating leases The Company leases office, storage and other facilities under agreements classified as operating leases which expire through 2024. Future minimum lease payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining terms of one year or more as of December 31, 2018 are as follows: Years ending December 31, 2019 $ 4,161 2020 3,733 2021 3,139 2022 2,294 2023 1,960 Thereafter 3,045 $ 18,332 Rent expense for the years ended December 31, 2018, 2017 and 2016 was approximately $4,020, $3,401 and $3,047, respectively, and is recognized on a straight-line basis over the lease term. Agreements with carrier data providers The Company has contractual minimum payments under the terms of its agreements with certain carrier data providers. Future minimum payments, based on the number of subscribers as of December 31, 2018, for the years ending December 31, 2019, 2020, 2021 and 2022 are $7,607, $5,723, $5,866 and $6,012, respectively. Agreement with vendor parts supplier The Company has contractual minimum payments under the terms of its agreements with a vendor parts supplier. Future minimum payment for the year ended December 31, 2019 is $1,058. |
Employee Incentive Plan
Employee Incentive Plan | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Incentive Plan | Note 15. Employee Incentive Plan The Company maintains a 401(k) plan. All employees who have been employed for three months or longer are eligible to participate in the plan. Employees may contribute up to 15% of eligible compensation to the plan, subject to certain limitations. The Company has the option of matching up to 50% of the amount contributed by each employee up to 6% of the employee’s compensation. In addition, the plan contains a discretionary contribution component pursuant to which the Company may make an additional annual contribution. Contributions vest over a five-year period from the employee’s date of employment. For the years ended December 31, 2018, 2017 and 2016, the Company made contributions of $1,104, $766 and $514, respectively. |
Supplemental Disclosure of Nonc
Supplemental Disclosure of Noncash Investing and Financing Activities | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Supplemental Disclosure of Noncash Investing And Financing Activities | Note 16. Supplemental Disclosure of Noncash Investing and Financing Activities Year Ended December 31, 2018 2017 2016 Investing activities: Acquisition-related contingent consideration $ — $ 10,611 $ 514 Common stock issued in connection with the acquisition of businesses — 2,764 — Capital expenditures incurred not yet paid 344 755 835 Capital expenditure milestone payable incurred not yet paid — — 4,609 Stock-based compensation included in capital expenditures 502 453 314 Financing activities: Common stock issued as form of payment for MPUs 827 — — Common stock issued as payment for contingent consideration — 347 352 Series A convertible preferred stock dividend paid-in-kind 18 12 14 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Note 17. Quarterly Financial Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Revenues $ 67,973 $ 70,788 $ 71,042 $ 66,337 Loss from operations (4,228 ) (1,184 ) 2,484 739 Net loss attributable to ORBCOMM Inc. (10,086 ) (7,222 ) (3,295 ) (5,641 ) Net loss per common share-basic: Net loss attributable to ORBCOMM Inc. (0.13 ) (0.09 ) (0.04 ) (0.07 ) Net loss per common share-diluted Net loss attributable to ORBCOMM Inc. (0.13 ) (0.09 ) (0.04 ) (0.07 ) Weighted-average shares outstanding (in thousands): Basic 74,729 78,079 78,649 78,895 Diluted 74,729 78,079 78,649 78,895 2017 Revenues $ 51,921 $ 56,957 $ 69,366 $ 75,976 Loss from operations (375 ) (1,900 ) (34,221 ) (4,386 ) Net loss attributable to ORBCOMM Inc. (3,343 ) (10,740 ) (39,682 ) (7,519 ) Net loss per common share-basic: Net loss attributable to ORBCOMM Inc. (0.05 ) (0.15 ) (0.54 ) (0.10 ) Net loss per common share-diluted Net loss attributable to ORBCOMM Inc. (0.05 ) (0.15 ) (0.54 ) (0.10 ) Weighted-average shares outstanding (in thousands): Basic 71,424 71,978 73,762 74,325 Diluted 71,424 71,978 73,762 74,325 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Col. B Col. C Col. E Description Balance at Beginning of the Period Charged to Costs and Expenses Charged to Other Accounts Col. D Deductions Balance at End of the Period (Amounts in thousands) Year ended December 31, 2018 Allowance for doubtful receivables $ 400 3,426 (246 ) (1) — $ 4,072 Deferred tax asset valuation allowance $ 40,347 6,124 — (2) — (3) $ 46,471 Year ended December 31, 2017 Allowance for doubtful receivables $ 1,057 85 742 (1) — $ 400 Deferred tax asset valuation allowance $ 32,550 6,458 — (2) 1,339 (3) $ 40,347 Year ended December 31, 2016 Allowance for doubtful receivables $ 1,233 310 486 (1) — $ 1,057 Deferred tax asset valuation allowance $ 20,200 12,350 — (2) — (3) $ 32,550 ( 1) Amounts relate to write-offs net of recoveries. (2) Amounts relate to differences in foreign exchange rates. (3) Amounts relate to deferred tax assets acquired in acquisitions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, the financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 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 accompanying consolidated 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 on the consolidated balance sheet. Noncontrolling interests in companies are accounted for by the cost method where the Company does not exercise significant influence over the investee. 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 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 December 31, 2018 and 2017. The Company has no guarantees or other funding obligations to those entities, and the Company had no equity in the earnings or losses of those investees for the years ended December 31, 2018, 2017 and 2016. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and during the reporting periods, and to disclose contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. The most significant estimates relate to recognition of revenue, allowances over accounts receivable, reserves over inventory balances, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, assessment of indicators of goodwill impairment, measurement of contingent considerations at fair value, determination of useful lives of the Company’s satellite network and other equipment and intangible assets, the assessment of expected cash flows used in evaluating long-lived assets, including intangible assets, for impairment, calculation of capitalized development costs, accounting for uncertainties in income tax positions, estimates associated with warranty costs and loss contingencies, estimates related to the recognition and subsequent valuation of contingent considerations and the value of securities underlying stock-based compensation. |
Business combinations | Business combinations The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations”, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the fair value of assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. |
Contingent consideration | Contingent consideration The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from milestone estimates and a probability assessment with respect to the likelihood of achieving performance metrics. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in FASB ASC Topic 820 “Fair Value Measurement.” At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the Company’s consolidated statement of operations. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Adverse changes in assumptions utilized in the Company’s contingent consideration fair value estimates could result in an increase in the Company’s contingent consideration obligation and a corresponding charge to operating income. |
Acquisition-related and integration costs | Acquisition-related and integration costs Acquisition-related and integration costs include professional services expenses and identifiable integration costs directly attributable to acquisitions. For the years ended December 31, 2018, 2017 and 2016, the Company incurred acquisition-related and integration costs of $1,624, $3,315 and $1,630, respectively. These costs were expensed as incurred and are reflected in acquisition-related and integration costs on the Company’s consolidated statements of operations. |
Revenue recognition | Revenue recognition On January 1, 2018, the Company adopted 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 recognized 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, 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 earns service revenues from subscription-based services providing recurring AIS data services to 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 revenues 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, the estimated life of the subscriber communicator. Revenues from separately priced extended warranty service agreements extending beyond the initial warranty period, typically 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 engineering, technical and management support services. Revenues generated from installation services are recognized at a point in time using the output method when the services are completed. Revenues generated from engineering, technical and management support services 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 sales 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 sales are 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 revenue as of December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Service activation fees $ 2,813 $ 5,509 Prepaid services 7,816 2,754 Extended warranty revenues 796 459 11,425 8,722 Less current portion (5,954 ) (6,263 ) Long-term portion $ 5,471 $ 2,459 During the years ended December 31, 2018 and 2017, the Company recognized revenue of $5,236 and $6,114, respectively, which had been included as deferred revenue as of December 31, 2017 and 2016. Shipping costs billed to customers are included in product sales and the related costs are included as cost of product sales on the Company’s consolidated statements of operations. The Company generates revenue from leasing arrangements of subscriber communicators, under FASB ASC Topic 840 “Leases” (“ASC 840”), 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: Year Ended December 31, 2018 2017 2016 Revenue from contracts with customers: Recurring service revenues $ 148,367 $ 126,540 $ 106,515 Other service revenues 5,222 8,398 6,366 Total service revenues 153,589 134,938 112,881 Product sales 117,018 112,942 73,863 Total revenue from contracts with customers 270,607 247,880 186,744 Product sales recognized under ASC 840 5,533 6,340 — Total revenues $ 276,140 $ 254,220 $ 186,744 |
Revenue recognition for arrangements with multiple performance obligations | Revenue recognition for arrangements with multiple performance obligations 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, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative stand-alone selling prices of each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations when sold on its own 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 stand-alone selling price of each element, regardless of the discount. The Company has determined that arrangements provided to its customers do not include significant and incremental discounts. The Company has elected not to disclose the value of unsatisfied performance obligations since these obligations would have an original expected length of one year or less. |
Costs of revenues | Costs of revenues The Company operates its own LEO satellite network and accompanying ground equipment, including fifteen gateway earth stations, three AIS data reception earth stations, and three regional gateway control centers. The Company’s proprietary satellite-based communications system is typically characterized by high initial capital expenditures and relatively low marginal costs for providing service. The Company resells network connectivity for two other satellite networks and seven terrestrial network partners. Reselling network connectivity typically involves a cost for each device connected to the network system and the amount paid to each provider will vary. Cost of services is comprised of expenses to operate the Company’s network, such as payroll and related costs, including stock-based compensation, installation costs, and usage fees to third-party networks. The Company mostly sells industrial IoT telematics devices and modems that the Company designs and builds with contract manufacturers. Cost of product sales includes the purchase price of subscriber communicators and SIMs sold, costs of warranty obligations, shipping charges, as well as operational costs of the Company’s employees and inventory management to fulfill customer orders. |
Foreign currency translation | Foreign currency translation The Company has foreign operations where the functional currency is the local currency. For these operations, assets and liabilities are translated using end-of-period exchange rates and revenues, expenses and cash flows are translated using average rates of exchange for the period. Equity is translated at the rate of exchange at the date of the equity transaction. Translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are included in other income (expense) on the consolidated statements of operations. Foreign currency translation gains and losses related to operational expenses denominated in a currency other than the functional currency are included in selling, general and administrative expenses (“SG&A”) on the consolidated statements of operations. For the years ended December 31, 2018, 2017 and 2016, the Company recorded a foreign currency translation loss of $76, $374, and $4, respectively. |
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 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 amounts of the Company’s financial instruments, including cash, restricted cash, accounts receivable and accounts payable approximated their fair values due to the short-term nature of these items. The fair value of the Senior Secured Notes is based on observable relevant market information. Fluctuation between the carrying amount and the fair value of the Senior Secured Notes for the period presented is associated with changes in market interest rates. The Company may redeem all or part of the Senior Secured Notes at any time or from time to time at its option at specified redemption prices that would include “make-whole” premiums. Refer to “Note 10 – Notes Payable” for more information. The carrying amounts and fair values of the Company’s Senior Secured Notes are shown in the following table: December 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes $ 250,000 $ 255,000 $ 250,000 $ 266,550 The fair value of the note payable-related party, $1,298 book value, has a de minimis value. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all liquid investments with original maturities of three months or less, at the time of purchase, to be cash equivalents. At December 31, 2018 and 2017, the Company had a cash balance of $53,766 and $34,830, respectively. |
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 years ended December 31, 2018 and 2016. For the year ended December 31, 2017, JB Hunt Transport Services, Inc. comprised 10.8% of the Company’s consolidated total revenues. There were no customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable as of December 31, 2018 and 2017. As of December 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 weighted average cost basis. At December 31, 2018 and 2017, inventory, net of inventory obsolescence, consisted primarily of finished goods and purchased parts to be utilized by its contract manufacturer totaling $27,701 and $34,465, respectively, and raw materials totaling $6,599 and $7,972, respectively. The Company reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. A provision, recorded in cost of product sales on the Company’s consolidated statements of operations, is made for potential losses on slow-moving and obsolete inventories, when identified. |
Satellite network and other equipment, net | Satellite network and other equipment, net Satellite network and other equipment, net are stated at cost less accumulated depreciation and amortization. Major renewals and improvements are capitalized, while maintenance and repairs are charged to operations as incurred. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful life or their respective lease term. The following table provides the range of estimated useful lives used for each asset type: Useful Life (years) Satellite network 10 Capitalized software 3-7 Computer hardware 3 Other 2-7 Satellite network includes costs of the constellation of satellites, and the ground and control facilities, consisting of gateway earth stations, gateway control centers and the network control center. As of December 31, 2018 and 2017, assets under construction primarily consist of costs associated with acquiring, developing and testing software and hardware for internal and external use that have not yet been placed into service. The Company capitalized interest on its Initial Term Loan Facility, as defined below, during the construction period of its satellites and began depreciating these costs upon the satellites being placed into service. Capitalized interest was added to the cost of the satellites prior to being placed in service. The Company capitalized interest and deferred issuance costs associated with these facilities through March 1, 2016, the date the final 11 OG2 satellites were placed in service. For the year ended December 31, 2016, interest capitalized was $744. |
Valuation / Impairment 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 undiscounted cash flows the assets are expected to generate. An impairment loss is recognized to the extent the carrying value exceeds the 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. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received. During the years ended December 31, 2017 and 2016, an impairment loss of $31,224 and $10,680 was recorded, respectively, to write off the net book value relating to the Company’s in-orbit OG2 satellites. In addition, an impairment loss of $466 to write off the net book value related to one of the Company’s leased AIS satellites was recorded in the year ended December 31, 2016. There was no impairment loss recorded for the year ended December 31, 2018. See “Note 6 – Satellite Network and Other Equipment, Net” for additional details relating to the impairment of these satellites. Impairment of long-lived assets The Company reviews its long-lived assets and amortizable intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In connection with this review, the Company also re-evaluates the periods of depreciation and amortization for these assets. The Company recognizes an impairment loss when the sum of the future undiscounted net cash flows expected to be realized from the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value, which is determined using the projected discounted future net cash flows, using the appropriate discount rate. |
Capitalized development costs for internal use | Capitalized development costs for internal use The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal-use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years. |
Capitalized development costs for external use | Capitalized development costs for external use The Company capitalizes certain software development costs upon the establishment of technological feasibility. Technological feasibility is considered to have occurred upon completion of either a detail program design or a working model. Software development costs will be amortized over the estimated life of the product once it is has been released for commercial sale. |
Capitalized patent defense costs | Capitalized patent defense costs The Company capitalizes costs incurred in connection with the defense of a patent the Company owns when the defense against the alleged infringer is deemed probable of success, and the costs will increase the value of the patent. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the underlying net tangible and intangible assets of the Company’s acquisitions. Goodwill is not amortized, but is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company operates in one reportable segment which is its only reporting unit. The Company tests for an indication of goodwill impairment annually on November 30 or when an indicator of impairment exists, by comparing the fair value of the reporting unit to its carrying value. If there is an indication of impairment, the Company performs a “step two” test to measure the impairment. There was no impairment of goodwill for the years ended December 31, 2018, 2017 and 2016. |
Intangible assets | Intangible assets Intangible assets that are not considered to have an indefinite life are amortized over their useful lives. Intangible assets include patents and technology, customer lists and trademarks. Intangible assets are amortized using the straight line method over the estimated useful lives of the assets. |
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 sales. The warranty accrual is included in accrued liabilities on the Company’s consolidated balance sheets. Separately-priced extended warranty coverage is recorded as warranty revenue over the term of the extended warranty coverage and the related warranty costs are recorded as incurred during the coverage period. Warranty coverage that includes additional services, such as repairs and maintenance of the product, is treated as a separate performance obligation and the related warranty and repairs/maintenance costs are recorded as incurred. |
Income taxes | Income taxes The Company estimates its income taxes separately for each tax jurisdiction in which it conducts operations. This process involves estimating actual current tax expense and assessing temporary differences resulting from different treatment of items between book and tax which results in deferred tax assets and liabilities. The Company recognizes a change in income in tax rates on deferred tax assets and liabilities in the period that includes the enactment date. Valuation allowances are established when realization of deferred tax assets is not considered more likely than not. The Company recognizes the effect of tax law changes in the period of enactment. Changes in existing tax laws and rates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amounts of the Company’s deferred tax liabilities or the valuations of the Company’s deferred tax assets over time. The Company’s accounting for deferred tax consequences represents management’s best estimate of future events that can be appropriately reflected in the accounting estimates. In determining whether the realization of deferred tax assets is considered to be more likely than not, the Company assesses the realizability of the deferred tax assets on a jurisdiction by jurisdiction basis. This assessment is dependent upon past operating results and projected profitability. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence is objectively verified. The Company accounts for uncertainty in income tax positions using a two-step approach. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure the tax position at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. |
Loss contingencies | Loss contingencies The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made. |
Pre-acquisition contingencies | Pre-acquisition contingencies The Company has evaluated pre-acquisition contingencies that existed as of the acquisition dates of the businesses acquired. If any pre-acquisition contingencies acquired as part of an acquisition become probable and estimable, the Company will record such amounts at fair market value in the measurement period or the Company’s results of operations after the measurement period, as applicable. |
Stock-based compensation | Stock-based compensation The Company measures and recognizes stock-based compensation expense for equity-based payment awards made to employees and directors based on estimated fair values on the date of grant. For equity-based payment awards, the Company recognizes compensation expense over the service period, net of estimated forfeitures using the straight-line method. For awards with non-market performance conditions, an evaluation is made at the grant date and future periods as to the likelihood of the performance criteria being met. Compensation expense is adjusted for changes in the likelihood of achieving the performance condition until the vesting date. For liability-based awards with market performance conditions, compensation expense is revalued at the end of each quarter based on the awards’ fair value using the graded vesting attribution method over the vesting period. |
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 fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both finance and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company will adopt ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method. While the Company is continuing to assess the potential impact of ASU 2016-02, the Company estimates that the adoption of ASU 2016-02 will result in the recognition of right-of-use assets and lease liabilities for operating leases in the range of approximately $10 million to $15 million on its consolidated balance sheets, with no material impact to its consolidated statements of operations. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which will be effective for fiscal years beginning after December 15, 2019. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under ASU 2017-04, goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The adoption of this standard, which will be applied prospectively, is not expected to have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Deferred Revenues | Deferred revenue as of December 31, 2018 and 2017 consisted of the following December 31, 2018 2017 Service activation fees $ 2,813 $ 5,509 Prepaid services 7,816 2,754 Extended warranty revenues 796 459 11,425 8,722 Less current portion (5,954 ) (6,263 ) Long-term portion $ 5,471 $ 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: Year Ended December 31, 2018 2017 2016 Revenue from contracts with customers: Recurring service revenues $ 148,367 $ 126,540 $ 106,515 Other service revenues 5,222 8,398 6,366 Total service revenues 153,589 134,938 112,881 Product sales 117,018 112,942 73,863 Total revenue from contracts with customers 270,607 247,880 186,744 Product sales recognized under ASC 840 5,533 6,340 — Total revenues $ 276,140 $ 254,220 $ 186,744 |
Summary of carrying and fair values of senior secured notes | The carrying amounts and fair values of the Company’s Senior Secured Notes are shown in the following table: December 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes $ 250,000 $ 255,000 $ 250,000 $ 266,550 |
Summary of Estimated Useful Lives of Assets | The following table provides the range of estimated useful lives used for each asset type: Useful Life (years) Satellite network 10 Capitalized software 3-7 Computer hardware 3 Other 2-7 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Blue Tree Systems Limited [Member] | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The 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 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 purchase price allocation for the acquisition is as follows: Amount Accounts receivable $ 2,652 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 24,995 Accounts payable 4,613 Accrued expenses 275 Other current and non-current liabilities 1,326 Total liabilities assumed 6,214 Net identifiable assets acquired 18,781 Goodwill 26,054 Total purchase price $ 44,835 |
Summary of Useful Lives of Customer Relationships Based on Customer Attrition | The remaining useful lives of the customer lists were based on the customer attrition and projected economic benefit of these customers. Estimated Useful Life (years) Amount Customer lists 15 $ 12,400 Technology 10 3,600 $ 16,000 |
Skygistics Ltd. [Member] | |
Business Acquisition [Line Items] | |
Purchase Price Allocation for Acquisition | The purchase price allocation for the Skygistics Acquisition is as follows: Amount Cash and cash equivalents $ 383 Accounts receivable 939 Inventories 292 Other current assets 112 Property, plant and equipment 418 Deferred tax assets 105 Intangible assets 1,545 Total identifiable assets acquired 3,794 Accounts payable and accrued expenses 410 Deferred tax liabilities 433 Other liabilities 11 Total liabilities assumed 854 Net identifiable assets acquired 2,940 Goodwill 1,409 Total preliminary purchase price $ 4,349 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Components of Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016: Years Ended December 31, 2018 2017 2016 Cost of services $ 666 $ 525 $ 559 Cost of product sales 162 78 44 Selling, general and administrative 6,065 4,706 4,082 Product development 1,017 364 338 Total $ 7,910 $ 5,673 $ 5,023 |
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 year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 2,564,394 $ 5.38 Granted — — Exercised (345,300 ) 4.93 Forfeited or expired (20,000 ) 8.58 Outstanding at December 31, 2018 2,199,094 $ 5.36 3.69 $ 5,514 Exercisable at December 31, 2018 2,139,094 $ 5.41 3.56 $ 5,867 Vested and expected to vest at December 31, 2018 2,199,094 $ 5.36 3.69 $ 5,514 |
Performance-Based Stock Appreciation Rights [Member] | |
Summary of Stock Appreciation Rights | A summary of the Company’s performance-based SARs for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 504,473 $ 5.80 Granted — — Exercised (186,187 ) 2.74 Forfeited or expired (84,790 ) 11.00 Outstanding at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 Exercisable at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 Vested and expected to vest at December 31, 2018 233,496 $ 6.02 4.62 $ 1,418 |
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 period 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 an 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 years ended December 31, 2018 and 2016. Year Ended December 31, 2018 2017 2016 Risk-free interest rate None 2.10% None Expected life (years) None 6.0 None Estimated volatility factor None 59.85% None Expected dividends None None 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 year ended December 31, 2018 is as follows: Shares Weighted-Average Grant Date Fair Value Balance at January 1, 2018 818,480 $ 9.95 Granted 606,249 9.44 Vested (432,189 ) 9.32 Forfeited or expired (72,516 ) 10.46 Balance at December 31, 2018 920,024 $ 9.60 |
Performance-Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | A summary of the Company’s performance-based RSUs for the year ended December 31, 2018 is as follows: Shares Weighted-Average Grant Date Fair Value Balance at January 1, 2018 444,734 $ 9.48 Granted 387,748 9.15 Vested (168,068 ) 9.16 Forfeited or expired (50,809 ) 9.41 Balance at December 31, 2018 613,605 $ 9.44 |
Market Performance Units [Member] | |
Fair Value of Stock Appreciation Rights Estimated | As the MPUs contain both performance and service conditions, they 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 based on the following assumptions: Years Ended December 31, 2018 2017 2016 Risk-free interest rate 2.46% to 2.63% 1.76% to 1.98% 0.85% to 1.47% Estimated volatility factor 29.0% 27.0% 33.0% Expected dividends None None None |
Net Income (Loss) Attributabl_2
Net Income (Loss) Attributable to ORBCOMM Inc. Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Calculations of EPS | The following sets forth the basic and diluted EPS calculations for the years ended December 31, 2018, 2017 and 2016: Years ended December 31, 2018 2017 2016 Net loss attributable to ORBCOMM Inc. common stockholders $ (26,262 ) $ (61,296 ) $ (23,525 ) Weighted average number of common shares outstanding: Basic number of common shares outstanding 77,603 72,882 70,907 Dilutive effect of grants of stock options, unvested SARs and RSUs and shares of Series A convertible preferred stock — — — Diluted number of common shares outstanding 77,603 72,882 70,907 Earnings per share: Basic $ (0.34 ) $ (0.84 ) $ (0.33 ) Diluted $ (0.34 ) $ (0.84 ) $ (0.33 ) |
Summary of Net Loss Attributable to ORBCOMM Inc. Common Stockholders | The computation of net loss attributable to ORBCOMM Inc. common stockholders for the years ended December 31, 2018, 2017 and 2016 is as follows: Years Ended December 31, 2018 2017 2016 Net loss attributable to ORBCOMM Inc. $ (26,244 ) $ (61,284 ) $ (23,511 ) Preferred stock dividends on Series A convertible preferred stock (18 ) (12 ) (14 ) Net loss attributable to ORBCOMM Inc. common stockholders $ (26,262 ) $ (61,296 ) $ (23,525 ) |
Satellite Network and Other E_2
Satellite Network and Other Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Satellite Network and Other Equipment, Net | Satellite network and other equipment, net consisted of the following: December 31, 2018 2017 Land $ 381 $ 381 Satellite network 195,886 193,292 Capitalized software 67,509 45,062 Computer hardware 5,850 5,189 Other 5,610 5,276 Assets under construction 12,489 16,539 287,725 265,739 Less: accumulated depreciation and amortization (127,655 ) (91,561 ) $ 160,070 $ 174,178 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | Goodwill consisted of the following: 2018 2017 Balance at January 1, $ 166,678 $ 114,033 Additions through acquisitions — 52,645 Measurement period adjustments (549 ) — Balance at December 31, $ 166,129 $ 166,678 |
Components of Intangible Assets | Intangible assets, net consisted of the following: December 31, 2018 December 31, 2017 Useful life (years) Cost Accumulated amortization Net Cost Accumulated amortization Net Customer lists 5 - 15 $ 113,357 $ (39,966 ) $ 73,391 $ 113,357 $ (29,451 ) $ 83,906 Patents and technology 3 - 10 23,424 (10,551 ) 12,873 23,424 (8,080 ) 15,344 Trade names and trademarks 1 - 2 3,003 (3,003 ) — 3,003 (2,914 ) 89 $ 139,784 $ (53,520 ) $ 86,264 $ 139,784 $ (40,445 ) $ 99,339 |
Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets is as follows: Years ending December 31, 2019 12,328 2020 12,145 2021 11,486 2022 11,060 2023 10,782 2024 10,496 Thereafter 17,967 $ 86,264 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, December 31, 2018 2017 Accrued compensation and benefits $ 9,367 $ 8,637 Accrued warranty obligations 5,624 4,153 Acquired customer product liabilities 546 858 Corporate income tax payable 1,521 1,415 Contingent consideration amount 2,063 — VAT payable 2,286 — Accrued satellite network and other equipment 227 595 Accrued inventory purchases 219 1,598 Accrued interest expense 5,000 4,944 Accrued professional fees 303 303 Accrued airtime charges 901 1,670 Other accrued expenses 7,678 8,843 $ 35,735 $ 33,016 |
Summary of Accrued Warranty Obligations | Changes in accrued warranty obligations consisted of the following: 2018 2017 Balance at January 1, $ 4,153 $ 1,842 Warranty liabilities assumed from acquisitions 151 152 Reduction of warranty liabilities assumed in connection with acquisitions (486 ) (119 ) Warranty expense 3,878 2,654 Warranty charges (2,072 ) (376 ) Balance at December 31, $ 5,624 $ 4,153 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Revenues on Percentage Basis by Geographic Region | The following table summarizes revenues on a percentage basis by geographic region, based on the region in which the customer is located. Year Ended December 31, 2018 2017 2016 United States 63 % 78 % 62 % South America 10 % 7 % 11 % Japan 5 % 2 % 2 % Europe 15 % 9 % 18 % Other 7 % 4 % 7 % 100 % 100 % 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Company's Provision for Income Taxes | The following is a summary of the Company’s provision for income taxes for the years ended December 31, 2018, 2017 and 2016: December 31, 2018 2017 2016 Current Federal $ 95 $ 26 $ — State 4 106 (64 ) International 6,137 1,757 387 Total 6,236 1,889 323 Deferred Federal (5,754 ) (6,231 ) (10,943 ) State 107 (2,340 ) (1,115 ) International (2,055 ) (185 ) (98 ) Valuation allowance 6,124 6,458 12,350 Total (1,578 ) (2,298 ) 194 Income taxes $ 4,658 $ (409 ) $ 517 |
Summary of United States and Foreign Income (Loss) before Income Taxes | United States and foreign income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 is as follows: Year Ended December 31, 2018 2017 2016 United States $ (33,786 ) $ (69,333 ) $ (28,855 ) Foreign 12,505 7,729 6,146 Total $ (21,281 ) $ (61,604 ) $ (22,709 ) |
Components of Net Deferred Tax Assets (Liabilities) | The components of net deferred tax assets (liabilities) are as follows: December 31, 2018 2017 Deferred tax assets: Acquisition-related costs $ 441 $ 502 Deferred revenues 2,300 1,927 Allowance for doubtful accounts 1,274 887 Inventory 1,709 1,350 Deferred compensation 2,614 2,665 Bonus accrual 874 655 Vacation accrual 191 203 Deferred rent 551 625 Warranty accrual 1,374 970 Accrued expenses 466 454 Satellite network and other property 8,051 10,852 Foreign tax credit 1,487 1,618 Alternative minimum tax credit 325 325 Tax loss carryforwards and credits 29,129 20,628 Other 12 4 Total deferred tax assets 50,798 43,665 Deferred tax liabilities: Intangible assets (15,292 ) (18,431 ) Goodwill (5,035 ) (2,429 ) Total deferred tax liabilities (20,327 ) (20,860 ) Net deferred tax assets before valuation allowance 30,471 22,805 Less valuation allowance (46,471 ) (40,347 ) Net deferred tax assets (liabilities) (16,000 ) (17,542 ) Deferred tax assets, non-current 109 104 Deferred tax liabilities, non-current (16,109 ) (17,646 ) Net deferred tax liabilities $ (16,000 ) $ (17,542 ) |
Schedule of Income Taxes Differ from Amount Computed by Applying Statutory U.S. Federal Income Tax Rate | Income taxes differ from the amount computed by applying the statutory U.S. federal income tax rate because of the effect of the following items: Year Ended December 31, 2018 2017 2016 Income tax expense at U.S. statutory rate $ (4,468 ) $ (20,946 ) $ (7,720 ) State income taxes, net of federal benefit 103 (2,261 ) (1,186 ) Effect of foreign subsidiaries 1,841 (283 ) (291 ) Tax credits (660 ) (686 ) (633 ) Global intangible low-taxed income inclusion 2,141 Other permanent items (199 ) (2,374 ) (1,183 ) Change in uncertain tax positions 346 — 124 True-up from prior years (571 ) — (831 ) Change in domestic tax rate — 19,353 — Other 1 330 (113 ) Change in valuation allowance 6,124 6,458 12,350 Income tax $ 4,658 $ (409 ) $ 517 |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits: 2018 2017 2016 Balance at January 1, $ 856 $ 856 $ 775 Additions for tax positions related to prior years 398 — 81 Additions for tax positions related to current year — — — Reductions for tax positions of prior years (52 ) — — Settlements — — — Balance at December 31, $ 1,202 $ 856 $ 856 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Due Under Non-Cancelable Operating Leases | Future minimum lease payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining terms of one year or more as of December 31, 2018 are as follows: Years ending December 31, 2019 $ 4,161 2020 3,733 2021 3,139 2022 2,294 2023 1,960 Thereafter 3,045 $ 18,332 |
Supplemental Disclosure of No_2
Supplemental Disclosure of Noncash Investing and Financing Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Supplemental Disclosure of Noncash Investing and Financing Activities | Year Ended December 31, 2018 2017 2016 Investing activities: Acquisition-related contingent consideration $ — $ 10,611 $ 514 Common stock issued in connection with the acquisition of businesses — 2,764 — Capital expenditures incurred not yet paid 344 755 835 Capital expenditure milestone payable incurred not yet paid — — 4,609 Stock-based compensation included in capital expenditures 502 453 314 Financing activities: Common stock issued as form of payment for MPUs 827 — — Common stock issued as payment for contingent consideration — 347 352 Series A convertible preferred stock dividend paid-in-kind 18 12 14 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Revenues $ 67,973 $ 70,788 $ 71,042 $ 66,337 Loss from operations (4,228 ) (1,184 ) 2,484 739 Net loss attributable to ORBCOMM Inc. (10,086 ) (7,222 ) (3,295 ) (5,641 ) Net loss per common share-basic: Net loss attributable to ORBCOMM Inc. (0.13 ) (0.09 ) (0.04 ) (0.07 ) Net loss per common share-diluted Net loss attributable to ORBCOMM Inc. (0.13 ) (0.09 ) (0.04 ) (0.07 ) Weighted-average shares outstanding (in thousands): Basic 74,729 78,079 78,649 78,895 Diluted 74,729 78,079 78,649 78,895 2017 Revenues $ 51,921 $ 56,957 $ 69,366 $ 75,976 Loss from operations (375 ) (1,900 ) (34,221 ) (4,386 ) Net loss attributable to ORBCOMM Inc. (3,343 ) (10,740 ) (39,682 ) (7,519 ) Net loss per common share-basic: Net loss attributable to ORBCOMM Inc. (0.05 ) (0.15 ) (0.54 ) (0.10 ) Net loss per common share-diluted Net loss attributable to ORBCOMM Inc. (0.05 ) (0.15 ) (0.54 ) (0.10 ) Weighted-average shares outstanding (in thousands): Basic 71,424 71,978 73,762 74,325 Diluted 71,424 71,978 73,762 74,325 |
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 Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Mar. 01, 2016OG2Satellite | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2018USD ($)SatelliteCustomerSegment | Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($)Customer |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Equity method investments | $ 0 | $ 0 | ||||
Guarantee or other funding obligations under equity method investment | 0 | 0 | $ 0 | |||
Earnings or losses from equity method investment | 0 | 0 | 0 | |||
Acquisition-related and integration costs | 1,624,000 | 3,315,000 | 1,630,000 | |||
Revenue recognized from customer contracts | $ 5,236,000 | 6,114,000 | ||||
Number of satellite networks buying network connectivity | Customer | 2 | |||||
Number of terrestrial network partners buying network connectivity | Customer | 7 | |||||
Foreign currency translation gain (loss) | $ (76,000) | (374,000) | $ (4,000) | |||
Note payable - related party | 1,298,000 | 1,366,000 | ||||
Cash and cash equivalents | $ 53,766,000 | $ 34,830,000 | ||||
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 | $ 27,701,000 | $ 34,465,000 | ||||
Inventories raw materials | $ 6,599,000 | 7,972,000 | ||||
Interest capitalized | $ 744,000 | |||||
Impairment loss – satellite network | 31,224,000 | 10,680,000 | ||||
Number of reporting segments | Segment | 1 | |||||
Goodwill impairment charges | $ 0 | $ 0 | 0 | |||
Maximum percentage of benefit realized upon ultimate settlement | 50.00% | |||||
Revenues [Member] | Customer Concentration Risk [Member] | JB Hunt Transport Services, Inc. [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10.80% | |||||
Gateway Earth Stations [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of assets operated communications and broadcasting equipment | Satellite | 15 | |||||
AIS Data Reception Earth Stations [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of assets operated communications and broadcasting equipment | Satellite | 3 | |||||
Regional Gateway Control Centers [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of assets operated communications and broadcasting equipment | Satellite | 3 | |||||
OG2 Satellite [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of satellites placed in service | OG2Satellite | 11 | |||||
Impairment loss – satellite network | $ 31,224,000 | $ 10,680,000 | $ 0 | $ 31,224,000 | 10,680,000 | |
Satellite Network [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment loss on asset | $ 466,000 | |||||
Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Amortization of internal use software costs, useful life | 3 years | |||||
Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Amortization of internal use software costs, useful life | 7 years | |||||
ASU 2014-09 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Warranty period | 1 year | |||||
Estimated life of communicator | 3 years | |||||
ASU 2014-09 [Member] | Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Additional term of the agreement | 2 years | |||||
ASU 2014-09 [Member] | Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Additional term of the agreement | 5 years | |||||
ASU 2016-02 [Member] | Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated operating lease right-of-use asset and liability | $ 10,000,000 | |||||
ASU 2016-02 [Member] | Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated operating lease right-of-use asset and liability | $ 15,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles - Summary of Deferred Revenues (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Disclosure [Abstract] | ||
Service activation fees | $ 2,813 | $ 5,509 |
Prepaid services | 7,816 | 2,754 |
Extended warranty revenues | 796 | 459 |
Total deferred revenues | 11,425 | 8,722 |
Less: current portion | (5,954) | (6,263) |
Long-term portion | $ 5,471 | $ 2,459 |
Summary of Significant Accoun_6
Summary of Significant Accounting Principles - Components of Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from contracts with customers: | |||||||||||
Total revenue from contracts with customers | $ 270,607 | $ 247,880 | $ 186,744 | ||||||||
Product sales recognized under ASC 840 | 5,533 | 6,340 | |||||||||
Total revenues | $ 66,337 | $ 71,042 | $ 70,788 | $ 67,973 | $ 75,976 | $ 69,366 | $ 56,957 | $ 51,921 | 276,140 | 254,220 | 186,744 |
Recurring Service Revenues [Member] | |||||||||||
Revenue from contracts with customers: | |||||||||||
Total revenue from contracts with customers | 148,367 | 126,540 | 106,515 | ||||||||
Other Service Revenues [Member] | |||||||||||
Revenue from contracts with customers: | |||||||||||
Total revenue from contracts with customers | 5,222 | 8,398 | 6,366 | ||||||||
Service [Member] | |||||||||||
Revenue from contracts with customers: | |||||||||||
Total revenue from contracts with customers | 153,589 | 134,938 | 112,881 | ||||||||
Product [Member] | |||||||||||
Revenue from contracts with customers: | |||||||||||
Total revenue from contracts with customers | 117,018 | 112,942 | 73,863 | ||||||||
Total revenues | $ 122,551 | $ 119,282 | $ 73,863 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Carrying Amounts and Fair Value of Senior Secured Notes (Detail) - 8.0% Senior Secured Notes due 2024 [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Carrying amount of debt | $ 250,000 | $ 250,000 |
Fair value of senior secured notes | $ 255,000 | $ 266,550 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Satellite Network [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Capitalized Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Capitalized Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Hardware [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Other [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 2 years |
Other [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 7 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Oct. 02, 2017USD ($)$ / sharesshares | Jun. 09, 2017USD ($)$ / sharesshares | May 26, 2016USD ($)Customer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Acquisition-related contingent consideration at fair value | $ 10,611 | $ 514 | ||||
Accrued liabilities | $ 35,735 | 33,016 | ||||
Portion of contingent consideration in accrued expenses | $ 2,063 | |||||
Estimated Useful Life (years) | 10 years 6 months | |||||
Customer Lists [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Estimated Useful Life (years) | 10 years 10 months 24 days | |||||
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 | shares | 76,796 | |||||
Common stock issued, per share | $ / shares | $ 9.95 | |||||
Total consideration of preliminary purchase price | $ 44,835 | |||||
Acquisition-related contingent consideration at fair value | $ 9,835 | |||||
Increase (decrease) in goodwill | $ 156 | |||||
Number of trading days for average closing price | 20 days | |||||
Additional product obligations assumed through acquisition | $ 1,032 | |||||
Accrued liabilities | 546 | |||||
Intangible assets | $ 16,000 | |||||
Inthinc [Member] | Other Noncurrent Liabilities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Portion of contingent consideration in other non-current liabilities | 9,313 | |||||
Inthinc [Member] | Accrued Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Portion of contingent consideration in accrued expenses | 2,063 | |||||
Inthinc [Member] | SG&A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reduction in fair value of earn-outs amounts | 7,250 | 795 | ||||
Contingent consideration accretion recorded in selling, general and administrative expenses | 274 | |||||
Inthinc [Member] | Indemnification Asset [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount deposited in escrow to fund any indemnification obligations | 1,000 | |||||
Amount received from escorw to partially fund working capital adjustment and indemnification obligations | 1,000 | |||||
Inthinc [Member] | Customer Lists and Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate to reflect risk characteristics of intangible assets | 12.00% | |||||
Inthinc [Member] | Customer Lists [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 12,400 | |||||
Estimated Useful Life (years) | 15 years | |||||
Inthinc [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration payable | $ 25,000 | |||||
Skygistics Ltd. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition effective date | May 26, 2016 | |||||
Cash consideration paid | $ 3,835 | |||||
Total consideration of preliminary purchase price | $ 4,349 | |||||
Arrangement Agreement date | Apr. 11, 2016 | |||||
Business acquisition contingent consideration at fair value | $ 514 | |||||
Intangible assets | $ 1,545 | |||||
Skygistics Ltd. [Member] | Telematics And Enterprise Customers [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of customers | Customer | 250 | |||||
Skygistics Ltd. [Member] | SG&A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reduction in fair value of earn-outs amounts | $ 519 | |||||
Skygistics Ltd. [Member] | Indemnification Asset [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount deposited in escrow to fund any indemnification obligations | 757 | |||||
Skygistics Ltd. [Member] | Customer Lists [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate to reflect risk characteristics of intangible assets | 19.00% | |||||
Intangible assets | $ 1,545 | |||||
Estimated Useful Life (years) | 13 years | |||||
Skygistics Ltd. [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration payable | $ 954 | |||||
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 | shares | 191,022 | |||||
Common stock issued, per share | $ / shares | $ 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 | |||||
Intangible assets | $ 12,020 | |||||
ORBCOMM Technology Ireland Limited [Member] | Blue Tree Systems Limited [Member] | SG&A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reduction in fair value of earn-outs amounts | 776 | |||||
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, Technology and Tradenames [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] | Customer Lists [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 9,200 | |||||
Estimated Useful Life (years) | 10 years | |||||
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 | May 26, 2016 |
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 purchase price | $ 37,107 | ||
Inthinc [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 2,652 | ||
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 | 24,995 | ||
Accounts payable | 4,613 | ||
Accrued expenses | 275 | ||
Other current and non-current liabilities | 1,326 | ||
Total liabilities assumed | 6,214 | ||
Net identifiable assets acquired | 18,781 | ||
Goodwill | 26,054 | ||
Total purchase price | $ 44,835 | ||
Skygistics Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 383 | ||
Accounts receivable | 939 | ||
Inventories | 292 | ||
Other current assets | 112 | ||
Property, plant and equipment | 418 | ||
Deferred tax assets | 105 | ||
Intangible assets | 1,545 | ||
Total identifiable assets acquired | 3,794 | ||
Accounts payable and accrued expenses | 410 | ||
Deferred tax liability | 433 | ||
Other liabilities | 11 | ||
Total liabilities assumed | 854 | ||
Net identifiable assets acquired | 2,940 | ||
Goodwill | 1,409 | ||
Total purchase price | $ 4,349 |
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 | Dec. 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) | 10 years 10 months 24 days | ||
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 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2018 | Feb. 17, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 7,910,000 | $ 5,673,000 | $ 5,023,000 | |||
Stock-based compensation, capitalized | 503,000 | 453,000 | 316,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | 10,734,000 | |||||
Accrued liabilities | 35,735,000 | 33,016,000 | ||||
Other non-current liabilities | $ 2,600,000 | $ 13,619,000 | ||||
Common stock, shares issued | 79,008,243 | 74,436,579 | ||||
Time-Based Stock Appreciation Rights [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 187,000 | $ 589,000 | $ 270,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | $ 182,000 | |||||
Weighted-average grant date fair value, granted | $ 0 | $ 4.85 | $ 0 | |||
Intrinsic value of SARs | $ 1,833,000 | |||||
Number of shares, granted | 0 | 0 | ||||
Performance-Based Stock Appreciation Rights [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 2,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | 0 | |||||
Intrinsic value of SARs | $ 1,390,000 | |||||
Number of shares, granted | 0 | 0 | ||||
Time-Based Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4,627,000 | 3,084,000 | $ 2,495,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | $ 6,449,000 | |||||
Weighted-average grant date fair value, granted | $ 9.44 | |||||
Number of shares, granted | 606,249 | |||||
Performance-Based Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,478,000 | 955,000 | 1,387,000 | |||
Unrecognized compensation costs for all share-based payment arrangements | $ 4,103,000 | |||||
Weighted-average grant date fair value, granted | $ 9.15 | |||||
Number of shares, granted | 387,748 | |||||
Market Performance Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 346,000 | 862,000 | 781,000 | |||
Maximum percentage of MPUs for senior executives | 15.00% | |||||
Fair value period of MPUs | 3 years | |||||
Term of MPUs | 3 years | |||||
Accrued liabilities | $ 527,000 | 895,000 | ||||
Other non-current liabilities | $ 131,000 | 301,000 | ||||
Common stock, shares issued | 81,277 | |||||
2016 LTIP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under the plan | 6,949,400 | |||||
Number of shares available for grant | 3,106,299 | |||||
2006 LTIP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under the plan | 1,949,400 | |||||
ESPP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under the plan | 5,000,000 | |||||
Stock-based compensation expense | $ 272,000 | $ 183,000 | $ 88,000 | |||
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% | |||||
ESPP [Member] | Offering Period 1 [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Purchases of common stock | 71,440 | 75,888 | ||||
Share price | $ 8.06 | $ 6.97 | ||||
ESPP [Member] | Offering Period 2 [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Purchases of common stock | 81,525 | 53,950 | ||||
Share price | $ 8.21 | $ 8.81 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary Components of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 7,910 | $ 5,673 | $ 5,023 |
Cost of Services [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | 666 | 525 | 559 |
Cost of Product Sales [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | 162 | 78 | 44 |
Selling, General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | 6,065 | 4,706 | 4,082 |
Product Development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 1,017 | $ 364 | $ 338 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Appreciation Rights (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
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 | 0 |
Number of Shares, Exercised | (345,300) | |
Number of Shares, Forfeited or expired | (20,000) | |
Number of Shares, Outstanding, Ending Balance | 2,199,094 | |
Number of Shares, Exercisable | 2,139,094 | |
Number of Shares, Vested and expected to vest | 2,199,094 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 5.38 | |
Weighted-Average Exercise Price, Exercised | 4.93 | |
Weighted-Average Exercise Price, Forfeited or expired | 8.58 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 5.36 | |
Weighted-Average Exercise Price, Exercisable | 5.41 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 5.36 | |
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 8 months 8 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 6 months 21 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 3 years 8 months 8 days | |
Aggregate Intrinsic Value, Outstanding | $ 5,514 | |
Aggregate Intrinsic Value, Exercisable | 5,867 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 5,514 | |
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 | 0 |
Number of Shares, Exercised | (186,187) | |
Number of Shares, Forfeited or expired | (84,790) | |
Number of Shares, Outstanding, Ending Balance | 233,496 | |
Number of Shares, Exercisable | 233,496 | |
Number of Shares, Vested and expected to vest | 233,496 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 5.80 | |
Weighted-Average Exercise Price, Exercised | 2.74 | |
Weighted-Average Exercise Price, Forfeited or expired | 11 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 6.02 | |
Weighted-Average Exercise Price, Exercisable | 6.02 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 6.02 | |
Weighted-Average Remaining Contractual Term, Outstanding | 4 years 7 months 13 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 7 months 13 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 4 years 7 months 13 days | |
Aggregate Intrinsic Value, Outstanding | $ 1,418 | |
Aggregate Intrinsic Value, Exercisable | 1,418 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 1,418 |
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] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 0.00% | 2.10% | 0.00% |
Expected life (years) | 6 years | ||
Estimated volatility factor, Minimum | 0.00% | 59.85% | 0.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units (Detail) | 12 Months Ended |
Dec. 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 | 606,249 |
Number of Shares, Vested | shares | (432,189) |
Number of Shares, Forfeited or expired | shares | (72,516) |
Number of Shares, Outstanding, Ending Balance | shares | 920,024 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 9.95 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 9.44 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 9.32 |
Weighted-Average Grant Date Fair Value, Forfeited or expired | $ / shares | 10.46 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 9.60 |
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, Granted | shares | 387,748 |
Number of Shares, Vested | shares | (168,068) |
Number of Shares, Forfeited or expired | shares | (50,809) |
Number of Shares, Outstanding, Ending Balance | shares | 613,605 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 9.48 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 9.15 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 9.16 |
Weighted-Average Grant Date Fair Value, Forfeited or expired | $ / shares | 9.41 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 9.44 |
Stock-Based Compensation - Fa_2
Stock-Based Compensation - Fair Value of Market Performance Units Estimated, Monte Carlo Simulation Model (Detail) - Market Performance Units [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 2.46% | 1.76% | 0.85% |
Risk-free interest rate, Maximum | 2.63% | 1.98% | 1.47% |
Estimated volatility factor, Minimum | 29.00% | 27.00% | 33.00% |
Estimated volatility factor, Maximum | 32.00% | 31.00% | 36.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Net Income (Loss) Attributabl_3
Net Income (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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (26,262) | $ (61,296) | $ (23,525) | ||||||||
Weighted average number of common shares outstanding: | |||||||||||
Basic number of common shares outstanding | 78,895 | 78,649 | 78,079 | 74,729 | 74,325 | 73,762 | 71,978 | 71,424 | 77,603 | 72,882 | 70,907 |
Diluted number of common shares outstanding | 78,895 | 78,649 | 78,079 | 74,729 | 74,325 | 73,762 | 71,978 | 71,424 | 77,603 | 72,882 | 70,907 |
Earnings per share: | |||||||||||
Basic | $ (0.34) | $ (0.84) | $ (0.33) | ||||||||
Diluted | $ (0.34) | $ (0.84) | $ (0.33) |
Net Income (Loss) Attributabl_4
Net Income (Loss) Attributable to ORBCOMM Inc. Common Stockholders - Summary of Net Loss Attributable to ORBCOMM Inc. Common Stockholders (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to ORBCOMM Inc. | $ (5,641) | $ (3,295) | $ (7,222) | $ (10,086) | $ (7,519) | $ (39,682) | $ (10,740) | $ (3,343) | $ (26,244) | $ (61,284) | $ (23,511) |
Preferred stock dividends on Series A convertible preferred stock | (18) | (12) | (14) | ||||||||
Net loss attributable to ORBCOMM Inc. common stockholders | $ (26,262) | $ (61,296) | $ (23,525) |
Satellite Network and Other E_3
Satellite Network and Other Equipment, Net - Summary of Satellite Network and Other Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | $ 287,725 | $ 265,739 |
Less: accumulated depreciation and amortization | (127,655) | (91,561) |
Satellite network and other equipment, net | 160,070 | 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 | 195,886 | 193,292 |
Capitalized Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 67,509 | 45,062 |
Computer Hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 5,850 | 5,189 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | 5,610 | 5,276 |
Assets under Construction [Member] | ||
Property Plant And Equipment [Line Items] | ||
Satellite network and other equipment, gross | $ 12,489 | $ 16,539 |
Satellite Network and Other E_4
Satellite Network and Other Equipment, Net - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($)OG2Satellite | Sep. 30, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 49,684,000 | $ 45,681,000 | $ 42,803,000 | ||
Non-cash impairment charge | 31,224,000 | 10,680,000 | |||
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 | 12,817,000 | 12,776,000 | 9,786,000 | ||
Fixed Assets [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 36,609,000 | $ 33,889,000 | $ 30,465,000 | ||
Depreciation and amortization expense percentage related to cost of services | 47.00% | 61.00% | 69.00% | ||
Depreciation and amortization expense percentage related to cost of product sales | 9.00% | 8.00% | 10.00% | ||
Internal-use Software [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Amortization of internal-use software | $ 3,433,000 | $ 6,186,000 | $ 3,545,000 | ||
OG2 Satellite [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Non-cash impairment charge | $ 31,224,000 | $ 10,680,000 | $ 0 | $ 31,224,000 | $ 10,680,000 |
Number of satellite loss of communication | OG2Satellite | 3 | ||||
Removal/decrease in satellite network and other equipment, net | $ 39,576,000 | 13,474,000 | |||
Accumulated depreciation on equipment | $ (8,352,000) | $ (2,794,000) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Components of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 166,678 | $ 114,033 |
Additions through acquisitions | 52,645 | |
Measurement period adjustments | (549) | |
Ending balance | $ 166,129 | $ 166,678 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 09, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Measurement period adjustments | $ (549) | |||
Goodwill | $ 52,645 | |||
Weighted-average amortization period for intangible assets | 10 years 6 months | |||
Amortization of intangible assets | $ 13,075 | 11,792 | $ 12,338 | |
Customer Lists [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Weighted-average amortization period for intangible assets | 10 years 10 months 24 days | |||
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 | |||
Blue Tree Systems Limited [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Measurement period adjustments | $ 393 | |||
Goodwill | 26,435 | |||
Inthinc [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Measurement period adjustments | $ 156 | |||
Goodwill | $ 26,210 | |||
Inthinc [Member] | Customer Lists [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Weighted-average amortization period for intangible assets | 15 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 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 | (53,520) | (40,445) |
Finite lived intangible assets, Net | 86,264 | 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 | (39,966) | (29,451) |
Finite lived intangible assets, Net | $ 73,391 | 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 | (10,551) | (8,080) |
Finite lived intangible assets, Net | $ 12,873 | 15,344 |
Patents and Technology [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (years) | 3 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 | $ (3,003) | (2,914) |
Finite lived intangible assets, Net | $ 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 Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 12,328 | |
2,020 | 12,145 | |
2,021 | 11,486 | |
2,022 | 11,060 | |
2,023 | 10,782 | |
2,024 | 10,496 | |
Thereafter | 17,967 | |
Finite lived intangible assets, Net | $ 86,264 | $ 99,339 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation and benefits | $ 9,367 | $ 8,637 |
Accrued warranty obligations | 5,624 | 4,153 |
Acquired customer product liabilities | 546 | 858 |
Corporate income tax payable | 1,521 | 1,415 |
Contingent consideration amount | 2,063 | |
VAT payable | 2,286 | |
Accrued satellite network and other equipment | 227 | 595 |
Accrued inventory purchases | 219 | 1,598 |
Accrued interest expense | 5,000 | 4,944 |
Accrued professional fees | 303 | 303 |
Accrued airtime charges | 901 | 1,670 |
Other accrued expenses | 7,678 | 8,843 |
Total accrued liabilities | $ 35,735 | $ 33,016 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Warranty Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Payables And Accruals [Abstract] | ||
Beginning balance | $ 4,153 | $ 1,842 |
Warranty liabilities assumed from acquisitions | 151 | 152 |
Reduction of warranty liabilities assumed in connection with acquisitions | (486) | (119) |
Warranty expense | 3,878 | 2,654 |
Warranty charges | (2,072) | (376) |
Ending balance | $ 5,624 | $ 4,153 |
Note Payable-Related Party - Ad
Note Payable-Related Party - Additional Information (Detail) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | |
Debt Disclosure [Abstract] | ||||
Principal balance of the note payable | € | € 1,138 | € 1,138 | ||
Note payable - related party | $ | $ 1,298 | $ 1,366 | ||
Note payable estimated life | 6 years |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | Dec. 18, 2017 | Apr. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 21,055,000 | $ 17,653,000 | $ 9,085,000 | |||
Capitalization of interest expense and amortization of debt issuance costs | 744,000 | |||||
Secured Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 4,481,000 | 4,481,000 | 4,481,000 | |||
Interest expense | 2,642,000 | 9,085,000 | ||||
Capitalization of interest expense and amortization of debt issuance costs | 744,000 | |||||
Secured Credit Facilities [Member] | Interest Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | 229,000 | $ 836,000 | ||||
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 | 776,000 | 563,000 | ||||
Interest expense | $ 20,776,000 | $ 14,444,000 | ||||
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 ($) | Apr. 10, 2018 | Jun. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 15,933,782 | |||
Shares of common stock issued | 3,450,000 | |||
Net proceeds received after deducting underwriters' discounts and commissions and offering costs | $ 27,967,000 | $ 15,000,000 | ||
Underwriters' Option [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares of common stock issued | 450,000 | |||
Purchase price per share | $ 8.60 | |||
Net proceeds received after deducting underwriters' discounts and commissions and offering costs | $ 28,000,000 | |||
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 ended 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, shares issued | 39,442 | 37,544 | ||
Preferred Stock, shares outstanding | 39,442 | 37,544 | ||
Preferred stock dividend percentage received | 4.00% | |||
Preferred stock redemption price paid | $ 10 | |||
Preferred stock dividends issued | 1,898 | 1,078 | ||
Dividends in arrears | $ 0 | |||
Preferred stock convertible into common stock | 1.66611 | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock voting rights | Each share of the Series A convertible preferred stock is entitled to one vote for each share of common stock into which the preferred stock is convertible. | |||
Preference of preferred stock | $ 10 | |||
Preferred stock redemption period | Two years | |||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock, par value | $ 11.20 | |||
Series A Convertible Preferred Stock [Member] | StarTrak Systems LLC [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock, shares issued | 183,550 | |||
Preferred Stock, shares outstanding | 39,442 | |||
Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock, shares authorized | 50,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 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 U.S. dollars | 74.00% |
Segment Information - Summary o
Segment Information - Summary of Revenues on Percentage Basis by Geographic Region (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 100.00% | 100.00% | 100.00% |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 63.00% | 78.00% | 62.00% |
South America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 10.00% | 7.00% | 11.00% |
Japan [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 5.00% | 2.00% | 2.00% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 15.00% | 9.00% | 18.00% |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues on a percentage basis by geographic region, based on the country | 7.00% | 4.00% | 7.00% |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 95 | $ 26 | |
State | 4 | 106 | $ (64) |
International | 6,137 | 1,757 | 387 |
Total | 6,236 | 1,889 | 323 |
Deferred | |||
Federal | (5,754) | (6,231) | (10,943) |
State | 107 | (2,340) | (1,115) |
International | (2,055) | (185) | (98) |
Valuation allowance | 6,124 | 6,458 | 12,350 |
Total | (1,578) | (2,298) | 194 |
Income taxes | $ 4,658 | $ (409) | $ 517 |
Income Taxes - Summary of Unite
Income Taxes - Summary of United States and Foreign Income (Loss) before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (33,786) | $ (69,333) | $ (28,855) |
Foreign | 12,505 | 7,729 | 6,146 |
Total | $ (21,281) | $ (61,604) | $ (22,709) |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Acquisition-related costs | $ 441 | $ 502 |
Deferred revenues | 2,300 | 1,927 |
Allowance for doubtful accounts | 1,274 | 887 |
Inventory | 1,709 | 1,350 |
Deferred compensation | 2,614 | 2,665 |
Bonus accrual | 874 | 655 |
Vacation accrual | 191 | 203 |
Deferred rent | 551 | 625 |
Warranty accrual | 1,374 | 970 |
Accrued expenses | 466 | 454 |
Satellite network and other property | 8,051 | 10,852 |
Foreign tax credit | 1,487 | 1,618 |
Alternative minimum tax credit | 325 | 325 |
Tax loss carryforwards and credits | 29,129 | 20,628 |
Other | 12 | 4 |
Total deferred tax assets | 50,798 | 43,665 |
Deferred tax liabilities: | ||
Intangible assets | (15,292) | (18,431) |
Goodwill | (5,035) | (2,429) |
Total deferred tax liabilities | (20,327) | (20,860) |
Net deferred tax assets before valuation allowance | 30,471 | 22,805 |
Less valuation allowance | (46,471) | (40,347) |
Net deferred tax assets (liabilities) | (16,000) | (17,542) |
Deferred tax assets, non-current | 109 | 104 |
Deferred tax liabilities, non-current | $ (16,109) | $ (17,646) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Differ from Amount Computed by Applying Statutory U.S. Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at U.S. statutory rate | $ (4,468) | $ (20,946) | $ (7,720) |
State income taxes, net of federal benefit | 103 | (2,261) | (1,186) |
Effect of foreign subsidiaries | 1,841 | (283) | (291) |
Tax credits | (660) | (686) | (633) |
Global intangible low-taxed income inclusion | 2,141 | ||
Other permanent items | (199) | (2,374) | (1,183) |
Change in uncertain tax positions | 346 | 124 | |
True-up from prior years | (571) | (831) | |
Change in domestic tax rate | 19,353 | ||
Other | 1 | 330 | (113) |
Change in valuation allowance | 6,124 | 6,458 | 12,350 |
Income taxes | $ 4,658 | $ (409) | $ 517 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Jan. 02, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||||
Federal corporate income tax rate | 21.00% | |||
Cash tax payments for transition tax | $ 0 | |||
Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in tax rate deferred tax liability, income tax benefit | $ 1,693,000 | |||
Change in total valuation allowance | 6,124,000 | 6,458,000 | $ 12,350,000 | |
Interest and penalties related to uncertain tax positions | 0 | 0 | $ 43,000 | |
Unrecognized tax benefits recorded as reduction to operating loss tax carryforwards | 1,121,000 | |||
Unrecognized tax benefits, if recognized that would not affect the effective tax rate | 775,000 | |||
Unrecognized tax benefits remaining balance, if recognized would affect the effect tax rate | 427,000 | |||
Foreign Subsidiaries [Member] | ||||
Income Taxes [Line Items] | ||||
Earnings related to deferred income tax | 21,603,000 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 108,746,000 | 76,062,000 | ||
Net operating loss carryforwards expiration date | 2,037 | |||
Federal [Member] | Earliest Tax Year [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examinations, year | 2,015 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 232,256,000 | 159,554,000 | ||
Net operating loss carryforwards expiration date | 2,038 | |||
State [Member] | Earliest Tax Year [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examinations, year | 2,014 | |||
Foreign Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 15,989,000 | $ 14,832,000 | ||
Net operating loss carryforwards expiration date | 2,038 | |||
Foreign Tax Authority [Member] | Earliest Tax Year [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax examinations, year | 2,013 | |||
ASU 2016-09 [Member] | ||||
Income Taxes [Line Items] | ||||
Gross amount of windfall deductions previously not recognized | $ 6,529,000 | |||
Acquired Goodwill [Member] | ||||
Income Taxes [Line Items] | ||||
Useful life (years) | 15 years | |||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Federal corporate income tax rate | 35.00% |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, Beginning balance | $ 856 | $ 856 | $ 775 |
Additions for tax positions related to prior years | 398 | 81 | |
Additions for tax positions related to current year | 0 | 0 | 0 |
Reductions for tax positions of prior years | (52) | ||
Unrecognized tax benefits, Ending balance | $ 1,202 | $ 856 | $ 856 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2001 | |
Long Term Purchase Commitment [Line Items] | ||||
Lease payment and rent expense | $ 4,020 | $ 3,401 | $ 3,047 | |
Carrier Data Providers [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Future minimum payments for the year, 2019 | 7,607 | |||
Future minimum payments for the year, 2020 | 5,723 | |||
Future minimum payments for the year, 2021 | 5,866 | |||
Future minimum payments for the year, 2022 | 6,012 | |||
Vendor Parts Supplier [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Future minimum payments for the year, 2019 | 1,058 | |||
Procurement Agreement [Member] | Europe [Member] | Airtime [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Credits provided | $ 3,736 | |||
Credits used | 30 | 31 | $ 28 | |
Unused credits granted | $ 1,948 | $ 1,978 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Due Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 4,161 |
2,020 | 3,733 |
2,021 | 3,139 |
2,022 | 2,294 |
2,023 | 1,960 |
Thereafter | 3,045 |
Future minimum payments due, Total | $ 18,332 |
Employee Incentive Plan - Addit
Employee Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum percentage of eligible compensation to be contributed by the employees | 15.00% | ||
Percentage of employee's compensation up to which the employee may contribute | 6.00% | ||
Contributions vest over period | 5 years | ||
Contributions by employer | $ 1,104 | $ 766 | $ 514 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum percentage of matching contribution by the company | 50.00% |
Supplemental Disclosure of No_3
Supplemental Disclosure of Noncash Investing and Financing Activities - Supplemental Disclosure of Noncash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Investing activities: | |||
Acquisition-related contingent consideration | $ 10,611 | $ 514 | |
Common stock issued in connection with the acquisition | 2,764 | ||
Capital expenditures incurred not yet paid | $ 344 | 755 | 835 |
Capital expenditure milestone payable incurred not yet paid | 4,609 | ||
Stock-based compensation included in capital expenditures | 502 | 453 | 314 |
Financing activities: | |||
Common stock issued as form of payment for MPUs | 827 | ||
Common stock issued as payment for contingent consideration | 347 | 352 | |
Series A convertible preferred stock dividend paid-in-kind | $ 18 | $ 12 | $ 14 |
Quarterly Financial Data - Quar
Quarterly Financial Data - Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Revenues | $ 66,337 | $ 71,042 | $ 70,788 | $ 67,973 | $ 75,976 | $ 69,366 | $ 56,957 | $ 51,921 | $ 276,140 | $ 254,220 | $ 186,744 |
Loss from operations | 739 | 2,484 | (1,184) | (4,228) | (4,386) | (34,221) | (1,900) | (375) | (2,189) | (40,882) | (14,486) |
Net loss attributable to ORBCOMM Inc. | $ (5,641) | $ (3,295) | $ (7,222) | $ (10,086) | $ (7,519) | $ (39,682) | $ (10,740) | $ (3,343) | $ (26,244) | $ (61,284) | $ (23,511) |
Net loss per common share-basic: | |||||||||||
Net loss attributable to ORBCOMM Inc. | $ (0.07) | $ (0.04) | $ (0.09) | $ (0.13) | $ (0.10) | $ (0.54) | $ (0.15) | $ (0.05) | |||
Net loss per common share-diluted | |||||||||||
Net loss attributable to ORBCOMM Inc. | $ (0.07) | $ (0.04) | $ (0.09) | $ (0.13) | $ (0.10) | $ (0.54) | $ (0.15) | $ (0.05) | |||
Weighted average common shares outstanding: | |||||||||||
Basic | 78,895 | 78,649 | 78,079 | 74,729 | 74,325 | 73,762 | 71,978 | 71,424 | 77,603 | 72,882 | 70,907 |
Diluted | 78,895 | 78,649 | 78,079 | 74,729 | 74,325 | 73,762 | 71,978 | 71,424 | 77,603 | 72,882 | 70,907 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Receivables [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Valuation and qualifying accounts, beginning balance | $ 400 | $ 1,057 | $ 1,233 |
Charged to costs and expenses | 3,426 | 85 | 310 |
Charged to other accounts | (246) | 742 | 486 |
Valuation and qualifying accounts, ending balance | 4,072 | 400 | 1,057 |
Deferred Tax Asset Valuation Allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Valuation and qualifying accounts, beginning balance | 40,347 | 32,550 | 20,200 |
Charged to costs and expenses | 6,124 | 6,458 | 12,350 |
Deductions | 1,339 | ||
Valuation and qualifying accounts, ending balance | $ 46,471 | $ 40,347 | $ 32,550 |