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Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
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, 2019, there were 1,433,931 shares available for grant under the 2016 LTIP.

For the years ended December 31, 2019, 2018 and 2017, the Company recognized stock-based compensation expense of $6,180, $7,910, and $5,673, respectively. For the years ended December 31, 2019, 2018 and 2017, the Company capitalized stock-based compensation of $650, $503, and $453, 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, 2019, 2018 and 2017:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Cost of services

 

$

471

 

 

$

666

 

 

$

525

 

Cost of product sales

 

 

126

 

 

 

162

 

 

 

78

 

Selling, general and administrative

 

 

4,637

 

 

 

6,065

 

 

 

4,706

 

Product development

 

 

946

 

 

 

1,017

 

 

 

364

 

Total

 

$

6,180

 

 

$

7,910

 

 

$

5,673

 

 

As of December 31, 2019, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $6,847.

Time-Based Stock Appreciation Rights

A summary of the Company’s time-based stock appreciation rights (“SARs”) for the year ended December 31, 2019 is as follows:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-

Average

Remaining

Contractual

Term (years)

 

 

Aggregate

Intrinsic Value

 

Outstanding at January 1, 2019

 

 

2,199,094

 

 

$

5.36

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(73,800

)

 

 

2.76

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

2,125,294

 

 

$

5.35

 

 

 

2.76

 

 

$

1,432

 

Exercisable at December 31, 2019

 

 

2,095,294

 

 

$

5.43

 

 

 

2.70

 

 

$

1,477

 

Vested and expected to vest at December 31, 2019

 

 

2,125,294

 

 

$

5.35

 

 

 

2.76

 

 

$

1,432

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense of $146, $187 and $589 related to these time-based SARs, respectively. As of December 31, 2019, there was no unrecognized compensation cost related to the SARs expected to be recognized.

The weighted-average grant date fair value of the time-based SARs granted in 2017 was $4.85 per share. There were no time-based SARs granted during the years ended December 31, 2019 and 2018.

The intrinsic value of the time-based SARs exercised during the year ended December 31, 2019 was $129.

 

Performance-Based Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the year ended December 31, 2019 is as follows:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-

Average

Remaining

Contractual

Term  (years)

 

 

Aggregate

Intrinsic Value

 

Outstanding at January 1, 2019

 

 

233,496

 

 

$

6.02

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

233,496

 

 

$

6.01

 

 

 

3.62

 

 

$

202

 

Exercisable at December 31, 2019

 

 

233,496

 

 

$

6.01

 

 

 

3.62

 

 

$

202

 

Vested and expected to vest at December 31, 2019

 

 

233,496

 

 

$

6.01

 

 

 

3.62

 

 

$

202

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company did not record stock-based compensation expense related to performance-based SARs. As of December 31, 2019, there was no unrecognized compensation cost related to these SARs expected to be recognized.

There were no performance-based SARs granted during the years ended December 31, 2019, 2018 and 2017.

The intrinsic value of the performance-based SARs exercised during the year ended December 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 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, 2019 and 2018.

 

 

 

Year Ended December 31,

 

 

 

2019

 

2018

 

2017

 

Risk-free interest rate

 

None

 

None

 

2.10%

 

Expected life (years)

 

None

 

None

 

 

6.0

 

Estimated volatility factor

 

None

 

None

 

59.85%

 

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, 2019 is as follows:

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2019

 

 

920,024

 

 

$

9.60

 

Granted

 

 

867,195

 

 

 

4.51

 

Vested

 

 

(475,384

)

 

 

9.87

 

Forfeited or expired

 

 

(46,401

)

 

 

8.85

 

Balance at December 31, 2019

 

 

1,265,434

 

 

$

6.16

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense related to the time-based RSUs of $3,972, $4,627 and $3,084, respectively. As of December 31, 2019, $3,849 of total unrecognized compensation cost related to these RSUs is expected to be recognized through September 2022.

Performance-Based Restricted Stock Units

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

 

 

 

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2019

 

 

613,605

 

 

$

9.44

 

Granted

 

 

748,792

 

 

 

3.99

 

Vested

 

 

(262,685

)

 

 

9.90

 

Forfeited or expired

 

 

(31,903

)

 

 

9.44

 

Balance at December 31, 2019

 

 

1,067,809

 

 

$

6.28

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense of $1,769, $2,478 and $955 related to the performance-based RSUs, respectively. As of December 31, 2019, $2,998 of total unrecognized compensation cost related to these RSUs is expected to be recognized through March 2021.

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.

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 executive’s 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 common stock, at the Company’s discretion. The MPUs are classified as a liability on the 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 of December 31, 2019, the Compensation Committee determined that the fiscal year 2019 stock price performance targets were not achieved for the 2019, 2018 and 2017 MPUs with respect to the 2019 performance year.

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 values of the MPUs using a Monte Carlo simulation model that used the following assumptions:

 

 

 

Year Ended December 31,

 

 

2019

 

2018

 

2017

Risk-free interest rate

 

1.59% to 1.62%

 

2.46% to 2.63%

 

1.76% to 1.98%

Estimated volatility factor

 

40.0% to 55.0%

 

29.0% to 32.0%

 

27.0% to 31.0%

Expected dividends

 

None

 

None

 

None

 

For the years ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense related to these MPUs of $9, $346 and $862, respectively.

As of December 31, 2019, the Company recorded $0 and $28 in accrued liabilities and other non-current liabilities related to the MPUs, respectively, on the consolidated balance sheet. 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.

 

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 MPU awards’ stock performance targets 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 MPU awards’ stock performance targets 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. Purchases of shares of ORBCOMM common stock under the ESPP are made twice a year at six month intervals. For the years ended December 31, 2019, 2018 and 2017, the Company recorded stock-based compensation expense of $284, $272 and $183, respectively, related to the ESPP. For the year ended December 31, 2019, 136,729 shares and 113,703 shares of the Company’s common stock were purchased under the ESPP at a price of $3.45 and $5.68 per share, respectively. 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.