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Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
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 March 31, 2019, there were 2,950,708 shares available for grant under the 2016 LTIP.

Total stock-based compensation recorded by the Company for the three months ended March 31, 2019 and 2018 was $2,082 and $1,707, respectively. Total capitalized stock-based compensation for the three months ended March 31, 2019 and 2018 was $336 and $159, respectively.

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Cost of services

 

$

159

 

 

$

164

 

Cost of product sales

 

 

43

 

 

 

39

 

Selling, general and administrative

 

 

1,626

 

 

 

1,292

 

Product development

 

 

254

 

 

 

212

 

Total

 

$

2,082

 

 

$

1,707

 

As of March 31, 2019, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $9,275.

Time-Based Stock Appreciation Rights

A summary of the Company’s time-based stock appreciation rights (“SARs”) for the three months ended March 31, 2019 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, 2019

 

 

2,199,094

 

 

$

5.36

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(6,000

)

 

 

6.09

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

2,193,094

 

 

$

5.30

 

 

 

3.43

 

 

$

2,483

 

Exercisable at March 31, 2019

 

 

2,163,094

 

 

$

5.35

 

 

 

3.37

 

 

$

2,709

 

Vested and expected to vest at March 31, 2019

 

 

2,193,094

 

 

$

5.30

 

 

 

3.43

 

 

$

2,483

 

For the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense related to these time-based SARs of $36 and $60, respectively. As of March 31, 2019, $146 of total unrecognized compensation cost related to the SARs is expected to be recognized through December 2019.

The intrinsic value of the time-based SARs exercised during the three months ended March 31, 2019 was $18.

Performance-Based Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the three months ended March 31, 2019 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, 2019

 

 

233,496

 

 

$

6.02

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

233,496

 

 

$

5.96

 

 

 

4.38

 

 

$

974

 

Exercisable at March 31, 2019

 

 

233,496

 

 

$

5.96

 

 

 

4.38

 

 

$

974

 

Vested and expected to vest at March 31, 2019

 

 

233,496

 

 

$

5.96

 

 

 

4.38

 

 

$

974

 

For each of the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense related to the performance-based SARs of $0. As of March 31, 2019, there was no unrecognized compensation cost related to these SARs expected to be recognized.

The intrinsic value of the performance-based SARs exercised during the three months ended March 31, 2019 was $0.

The fair value of each time-based and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below. For the periods indicated, the expected volatility was based on the Company’s historical volatility over the expected terms of the SAR awards. Estimated forfeitures were based on voluntary and involuntary termination behavior, as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants. The Company did not grant time-based or performance-based SARs during the three months ended March 31, 2019 and 2018. 

Time-Based Restricted Stock Units

A summary of the Company’s time-based restricted stock units (“RSUs”) for the three months ended March 31, 2019 is as follows:

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2019

 

 

920,024

 

 

$

9.60

 

Granted

 

 

109,250

 

 

 

8.08

 

Vested

 

 

(358,874

)

 

 

9.78

 

Forfeited or expired

 

 

(5,212

)

 

 

9.87

 

Balance at March 31, 2019

 

 

665,188

 

 

$

9.38

 

For the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense related to the time-based RSUs of $870 and $949, respectively. As of March 31, 2019, $5,825 of total unrecognized compensation cost related to the RSUs is expected to be recognized through March 2021.

Performance-Based Restricted Stock Units

A summary of the Company’s performance-based RSUs for the three months ended March 31, 2019 is as follows:

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2019

 

 

613,605

 

 

$

9.44

 

Granted

 

 

 

 

 

 

Vested

 

 

(262,685

)

 

 

9.90

 

Forfeited or expired

 

 

(15,332

)

 

 

9.86

 

Balance at March 31, 2019

 

 

335,588

 

 

$

9.46

 

For the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense related to the performance-based RSUs of $1,053 and $503, respectively. As of March 31, 2019, $3,304 of total unrecognized compensation cost related to these RSUs is expected to be recognized through March 2020.

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 their employment 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 or common stock or a combination of cash and common stock at the Company’s discretion. The MPUs are classified as a liability on the condensed consolidated balance sheets 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 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 that used the following assumptions:

 

 

 

Three Months Ended March 31,

 

 

2019

 

2018

Risk-free interest rate

 

2.22% to 2.43%

 

2.03% to 2.36%

Estimated volatility factor

 

33.0% to 44.0%

 

29.0% to 32.0%

Expected dividends

 

None

 

None

For the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $61 and $123, respectively, relating to these MPUs, respectively.  

As of March 31, 2019, the Company recorded $118 and $54 in accrued liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheet. As of December 31, 2018, the Company recorded $527 and $131 in accrued liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheet.

In January 2019, the Company issued 60,885 shares of common stock as payment in connection with MPUs for achieving the fiscal year 2018, 2017 and 2016 stock performance target with respect to the 2018 performance year.

In January 2018, the Company issued 81,277 shares of common stock as payment in connection with MPUs for achieving the fiscal year 2017, 2016 and 2015 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 three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $62 and $72, respectively, related to the ESPP.