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Stock-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

4. Stock-Based Compensation

The Company’s stock-based compensation plan consists of its 2016 Long Term Incentives Plan (the “2016 LTIP”). As of June 30, 2018, there were 4,332,589 shares available for grant under the 2016 LTIP.

Total stock-based compensation recorded by the Company for the quarters ended June 30, 2018 and 2017 was $1,728 and $1,445, respectively, and for the six months ended June 30, 2018 and 2017 was $3,435 and $2,969, respectively. Total capitalized stock-based compensation for the quarters ended June 30, 2018 and 2017 was $85 and $112, respectively, and for the six months ended June 30, 2018 and 2017 was $244 and $243, respectively.

The following table summarizes the components of stock-based compensation expense in the Company’s condensed consolidated statements of operations for the quarters and six months ended June 30, 2018 and 2017:

 

 

 

Quarters Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Cost of services

 

$

144

 

 

$

114

 

 

$

308

 

 

$

273

 

Cost of product sales

 

 

24

 

 

 

19

 

 

 

63

 

 

 

42

 

Selling, general and administrative

 

 

1,354

 

 

 

1,230

 

 

 

2,646

 

 

 

2,502

 

Product development

 

 

206

 

 

 

82

 

 

 

418

 

 

 

152

 

Total

 

$

1,728

 

 

$

1,445

 

 

$

3,435

 

 

$

2,969

 

 

As of June 30, 2018, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $4,799.

 

Time-Based Stock Appreciation Rights

A summary of the Company’s time-based stock appreciation rights (“SARs”) for the six months ended June 30, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

Intrinsic

 

 

 

Number of

 

 

Average

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Term (years)

 

 

(in thousands)

 

Outstanding at January 1, 2018

 

 

2,564,394

 

 

$

5.38

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(105,200

)

 

 

5.15

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(20,000

)

 

 

8.58

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2018

 

 

2,439,194

 

 

$

5.32

 

 

 

4.29

 

 

$

10,678

 

Exercisable at June 30, 2018

 

 

2,379,194

 

 

$

5.35

 

 

 

4.18

 

 

$

11,128

 

Vested and expected to vest at June 30, 2018

 

 

2,439,194

 

 

$

5.32

 

 

 

4.29

 

 

$

10,678

 

 

For the quarters ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense relating to these time-based SARs of $48 and $141, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense relating to these time-based SARs of $108 and $295, respectively. As of June 30, 2018, $225 of total unrecognized compensation cost related to the SARs is expected to be recognized through December 2019.

The intrinsic value of the time-based SARs exercised during the six months ended June 30, 2018 was $521.

Performance-Based Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the six months ended June 30, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Weighted-

 

 

Remaining

 

 

Intrinsic

 

 

 

Number of

 

 

Average

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Term (years)

 

 

(in thousands)

 

Outstanding at January 1, 2018

 

 

504,473

 

 

$

5.80

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(10,500

)

 

 

3.02

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2018

 

 

493,973

 

 

$

5.75

 

 

 

3.17

 

 

$

3,257

 

Exercisable at June 30, 2018

 

 

493,973

 

 

$

5.75

 

 

 

3.17

 

 

$

3,257

 

Vested and expected to vest at June 30, 2018

 

 

493,973

 

 

$

5.75

 

 

 

3.17

 

 

$

3,257

 

 

For the quarters and six months ended June 30, 2018 and 2017, the Company did not record any stock-based compensation expense relating to the performance-based SARs. As of June 30, 2018, there was no unrecognized compensation cost related to these SARs expected to be recognized.

The intrinsic value of the performance-based SARs exercised during the six months ended June 30, 2018 was $70.

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 six months ended June 30, 2018.

 

 

 

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 restricted stock units (“RSUs”) for the six months ended June 30, 2018 is as follows:

 

 

 

Number of Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2018

 

 

818,480

 

 

$

9.95

 

Granted

 

 

61,176

 

 

 

10.15

 

Vested

 

 

(322,474

)

 

 

8.95

 

Forfeited or expired

 

 

(41,999

)

 

 

10.39

 

Balance at June 30, 2018

 

 

515,183

 

 

$

10.13

 

 

For the quarters ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to the time-based RSUs of $1,055 and $679, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to the time-based RSUs of $2,004 and $1,379, respectively. As of June 30, 2018, $3,376 of total unrecognized compensation cost related to the RSUs is expected to be recognized through June 2021.

Performance-Based Restricted Stock Units

A summary of the Company’s performance-based RSUs for the six months ended June 30, 2018 is as follows:

 

 

 

Number of Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2018

 

 

444,734

 

 

$

9.48

 

Granted

 

 

 

 

 

 

Vested

 

 

(168,068

)

 

 

9.16

 

Forfeited or expired

 

 

(43,798

)

 

 

7.38

 

Balance at June 30, 2018

 

 

232,868

 

 

$

9.98

 

 

For the quarters ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to the performance-based RSUs of $364 and $302, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense related to the performance-based RSUs of $867 and $742, respectively. As of June 30, 2018, $1,247 of total unrecognized compensation cost related to these RSUs is expected to be recognized through March 2019.

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 in equal installments 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’ base salaries in the year of the grant, depending on the Company’s stock price performance target for that year. The value of the MPUs can be paid in either cash, common stock or a combination of cash and stock, at the Company’s discretion. The MPUs are classified as a liability and are revalued at the end of each reporting period based on the awards’ fair value 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 based on the following assumptions:

 

 

 

Six Months Ended June 30,

 

 

2018

 

2017

Risk-free interest rate

 

2.11% to 2.58%

 

1.14% to 1.46%

Estimated volatility factor

 

27.0% to 30.0%

 

24.0% to 32.0%

Expected dividends

 

None

 

None

 

For the quarters ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense relating to these MPUs of $181 and $250, respectively. For the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense relating to these MPUs of $304 and $434, respectively.  

As of June 30, 2018, the Company recorded $478 and $127 in accrued liabilities and other non-current liabilities related to these MPUs, respectively, in its condensed consolidated balance sheet. As of December 31, 2017, the Company recorded $895 and $301 in accrued liabilities and other non-current liabilities related to these MPUs, respectively, in its condensed consolidated balance sheet.

In January 2018, the Company issued 81,277 shares of common stock as a form of payment in connection with MPUs for achieving the fiscal year 2015, 2016 and 2017 stock performance target with respect to the 2017 performance year.

Employee Stock Purchase Plan

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 quarters ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense of $80 and $73, respectively, relating to the ESPP. For the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense of $152 and $119, respectively, relating to the ESPP. During the six months ended June 30, 2018, 81,525 shares of the Company’s common stock were purchased under the ESPP at a price of $8.21 per share.