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Stock-based Compensation
6 Months Ended
Jun. 30, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-based Compensation

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 Incentives 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 since that date. As of June 30, 2017, there were 6,321,694 shares available for grant under the 2016 LTIP.

Total stock-based compensation recorded by the Company for the quarters ended June 30, 2017 and 2016 was $1,445 and $1,219, respectively, and for the six months ended June 30, 2017 and 2016 was $2,969 and $2,605, respectively. Total capitalized stock-based compensation for the quarters ended June 30, 2017 and 2016 was $112 and $65, respectively, and for the six months ended June 30, 2017 and 2016 was $243 and $131, respectively.

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the quarters and six months ended June 30, 2017 and 2016:

 

 

 

Quarters Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Cost of services

 

$

114

 

 

$

158

 

 

$

273

 

 

$

333

 

Cost of product sales

 

 

19

 

 

 

10

 

 

 

42

 

 

 

22

 

Selling, general and administrative

 

 

1,230

 

 

 

956

 

 

 

2,502

 

 

 

2,034

 

Product development

 

 

82

 

 

 

95

 

 

 

152

 

 

 

216

 

Total

 

$

1,445

 

 

$

1,219

 

 

$

2,969

 

 

$

2,605

 

 

As of June 30, 2017, the Company had unrecognized compensation costs for stock appreciation rights (“SARs”) and restricted stock units (“RSUs”) totaling $3,796.

 

Time-Based Stock Appreciation Rights

A summary of the Company’s time-based SARs for the six months ended June 30, 2017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

Intrinsic

 

 

 

Number of

 

 

Average

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Term (years)

 

 

(In thousands)

 

Outstanding at January 1, 2017

 

 

3,789,394

 

 

$

5.23

 

 

 

 

 

 

 

 

 

Granted

 

 

90,000

 

 

 

8.58

 

 

 

 

 

 

 

 

 

Exercised

 

 

(169,000

)

 

 

4.55

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2017

 

 

3,710,394

 

 

$

5.29

 

 

 

4.05

 

 

$

24,169

 

Exercisable at June 30, 2017

 

 

3,606,027

 

 

$

5.21

 

 

 

3.82

 

 

$

24,095

 

Vested and expected to vest at June 30, 2017

 

 

3,710,394

 

 

$

5.29

 

 

 

4.05

 

 

$

24,169

 

 

For the quarters ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $141 and $71, respectively, relating to these SARs. For the six months ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $295 and $165, respectively, relating to these SARs. As of June 30, 2017, $604 of total unrecognized compensation cost related to these SARs is expected to be recognized through December 2019.

The intrinsic value of the time-based SARs exercised during the six months ended June 30, 2017 was $895.

Performance-Based Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the six months ended June 30, 2017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

Intrinsic

 

 

 

Number of

 

 

Average

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Term (years)

 

 

(In thousands)

 

Outstanding at  January 1, 2017

 

 

589,424

 

 

$

6.06

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(25,540

)

 

 

3.42

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(44,611

)

 

 

11.00

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2017

 

 

519,273

 

 

$

5.78

 

 

 

4.20

 

 

$

4,031

 

Exercisable at June 30, 2017

 

 

519,273

 

 

$

5.78

 

 

 

4.20

 

 

$

4,031

 

Vested and expected to vest at June 30, 2017

 

 

519,273

 

 

$

5.78

 

 

 

4.20

 

 

$

4,031

 

 

For the six months ended June 30, 2016, the Company recorded stock-based compensation expense of $2 relating to these SARs, respectively. As of June 30, 2017, there is no unrecognized compensation cost related to these SARs expected to be recognized.

The intrinsic value of the performance-based SARs exercised during the six months ended June 30, 2017 was $243.

The fair value of each time-based and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below. For the periods indicated, the expected volatility was based on the Company’s historical volatility over the expected terms of the SAR awards. Estimated forfeitures were based on voluntary and involuntary termination behavior, as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants. The Company did not grant time-based or performance-based SARs during the six months ended June 30, 2016.

 

 

 

Six Months Ended June 30,

 

 

2017

Risk-free interest rate

 

2.10%

Expected life (years)

 

6.0

Estimated volatility factor

 

59.85%

Expected dividends

 

None

 

Time-based Restricted Stock Units

A summary of the Company’s time-based RSUs for the six months ended June 30, 2017 is as follows:

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2017

 

 

691,952

 

 

$

8.28

 

Granted

 

 

47,370

 

 

 

8.59

 

Vested

 

 

(352,084

)

 

 

6.99

 

Forfeited or expired

 

 

(4,559

)

 

 

8.78

 

Balance at June 30, 2017

 

 

382,679

 

 

$

9.51

 

 

For the quarters ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $679 and $588, respectively, related to these RSUs. For the six months ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $1,379 and $1,150, respectively, related to these RSUs. As of June 30, 2017, $2,126 of total unrecognized compensation cost related to these RSUs is expected to be recognized through September 2019.

Performance-based Restricted Stock Units

A summary of the Company’s performance-based RSUs for the six months ended June 30, 2017 is as follows:

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2017

 

 

473,608

 

 

$

7.80

 

Granted

 

 

 

 

 

 

Vested

 

 

(214,190

)

 

 

6.78

 

Forfeited or expired

 

 

(40,082

)

 

 

7.01

 

Balance at June 30, 2017

 

 

219,336

 

 

$

8.94

 

 

For the quarters ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $302 and $354, respectively, related to these RSUs.  For the six months ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $742 and $879, respectively, related to these RSUs. As of June 30, 2017, $1,066 of total unrecognized compensation cost related to these RSUs is expected to be recognized through March 2018.

The fair values of the time-based and performance-based RSU awards are based upon the closing stock price of the Company’s common stock on the date of grant.

Performance Units

The Company grants market performance units (“MPUs”) to its senior executives based on stock price performance over a three-year period measured on December 31 of each year in the performance period. The MPUs will vest at the end of each year in the performance period only if the Company satisfies the stock price performance targets and continued employment by the senior executives through the dates the Compensation Committee has determined that the targets have been achieved. The value of the MPUs that will be earned each year ranges up to 15% of each of the senior executives’ annual base salaries depending on the Company’s stock price performance target for that year. The value of the MPUs can be paid in either cash or common stock or a combination of cash and stock at the Company’s option. The MPUs are classified as a liability and are revalued at the end of each reporting period based on the fair value of the awards over a three-year period.

As the MPUs contain both a performance and service condition, the MPUs have been treated as a series of three separate awards, or tranches, for purposes of recognizing stock-based compensation expense. The Company recognizes stock-based compensation expense on a tranche-by-tranche basis over the requisite service period for that specific tranche. The Company estimated the fair value of the MPUs using a Monte Carlo Simulation Model that used the following assumptions:

 

 

 

Six Months Ended June 30,

 

 

2017

 

2016

Risk-free interest rate

 

1.14% to 1.46%

 

0.35% to 0.68%

Estimated volatility factor

 

24.0% to 32.0%

 

34.0% to 37.0%

Expected dividends

 

None

 

None

 

For the quarters ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $250 and $194, respectively, relating to these MPUs. For the six months ended June 30, 2017 and 2016, the Company recorded stock-based compensation expense of $434 and $397, respectively, relating to these MPUs.  

As of June 30, 2017, the Company recorded $525 and $169 in accrued expenses and other non-current liabilities, respectively, in its condensed consolidated balance sheet. As of December 31, 2016, the Company recorded $715 and $260 in accrued expenses and other non-current liabilities, respectively, in its condensed consolidated balance sheet.

Employee Stock Purchase Plan

The Company’s Board of Directors adopted the ORBCOMM Inc. Employee Stock Purchase Plan (“ESPP”) on February 16, 2016 and the Company’s shareholders approved the ESPP on April 20, 2016. Under the terms of the ESPP, 5,000,000 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 the Company’s common stock at a discount of up to 15% of the common stock’s fair market value, subject to certain conditions and limitations. For the quarter and six months ended June 30, 2017, the Company recorded stock-based compensation expense of $73 and $119 relating to the ESPP. Purchases of the Company’s Common Stock under the ESPP were 75,888 shares at a price of $6.97 during the six months ended June 30, 2017.