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Stock-Based Compensation
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

3. Stock-Based Compensation

The Company’s stock-based compensation plan consists of its 2016 Long-Term Incentives Plan (the “2016 LTIP”). As of September 30, 2020, there were 1,190,947 shares available for grant under the 2016 LTIP.

Total stock-based compensation recorded by the Company for the quarters ended September 30, 2020 and 2019 was $1,325 and $1,663, respectively, and for the nine months ended September 30, 2020 and 2019 was $4,475 and $5,406, respectively. Total capitalized stock-based compensation for the quarters ended September 30, 2020 and 2019 was $130 and $80, respectively, and for the nine months ended September 30, 2020 and 2019 was $377 and $539, respectively.

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the quarters and nine months ended September 30, 2020 and 2019:

 

 

 

Quarters Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost of services

 

$

121

 

 

$

136

 

 

$

422

 

 

$

442

 

Cost of product sales

 

 

31

 

 

 

35

 

 

 

96

 

 

 

114

 

Selling, general and administrative

 

 

940

 

 

 

1,199

 

 

 

3,158

 

 

 

4,046

 

Product development

 

 

233

 

 

 

293

 

 

 

799

 

 

 

804

 

Total

 

$

1,325

 

 

$

1,663

 

 

$

4,475

 

 

$

5,406

 

 

As of September 30, 2020, the Company had unrecognized compensation costs for all share-based payment arrangements totaling $2,021.

 

Time-Based Stock Appreciation Rights

A summary of the Company’s time-based stock appreciation rights (“SARs”) for the nine months ended September 30, 2020 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, 2020

 

 

2,125,294

 

 

$

5.35

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(318,000

)

 

 

2.46

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(4,450

)

 

 

2.46

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

1,802,844

 

 

$

5.81

 

 

 

2.77

 

 

$

224

 

Exercisable at September 30, 2020

 

 

1,802,844

 

 

$

5.81

 

 

 

2.77

 

 

$

226

 

Vested and expected to vest at September 30, 2020

 

 

1,802,844

 

 

$

5.81

 

 

 

2.77

 

 

$

224

 

 

For the quarters ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these time-based SARs of $0 and $37, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these time-based SARs of $0 and $109, respectively. As of September 30, 2020, there was no unrecognized compensation cost related to these SARs expected to be recognized.

The intrinsic value of the time-based SARs exercised during the nine months ended September 30, 2020 was $287.

Performance-Based Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the nine months ended September 30, 2020 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, 2020

 

 

233,496

 

 

$

6.01

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(82,275

)

 

 

2.46

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

151,221

 

 

$

3.24

 

 

 

1.76

 

 

$

16

 

Exercisable at September 30, 2020

 

 

151,221

 

 

$

3.24

 

 

 

1.76

 

 

$

16

 

Vested and expected to vest at September 30, 2020

 

 

151,221

 

 

$

3.24

 

 

 

1.76

 

 

$

16

 

 

For the quarters and nine months ended September 30, 2020 and 2019, the Company did not record any stock-based compensation expense related to performance-based SARs. As of September 30, 2020, 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 nine months ended September 30, 2020 was $73.

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 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 awards. The Company did not grant time-based or performance-based SARs during the quarters and nine months ended September 30, 2020 and 2019.

 

Time-Based Restricted Stock Units

A summary of the Company’s time-based restricted stock units (“RSUs”) for the nine months ended September 30, 2020 is as follows:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2020

 

 

1,265,434

 

 

$

6.16

 

Granted

 

 

127,158

 

 

 

4.06

 

Vested

 

 

(454,498

)

 

 

9.02

 

Forfeited or expired

 

 

(68,602

)

 

 

5.96

 

Balance at September 30, 2020

 

 

869,492

 

 

$

4.51

 

 

For the quarters ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these time-based RSUs of $786 and $1,018, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these time-based RSUs of $2,425 and $2,857, respectively. As of September 30, 2020, $1,047 of total unrecognized compensation cost related to these time-based 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 nine months ended September 30, 2020 is as follows:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Balance at January 1, 2020

 

 

1,067,809

 

 

$

6.28

 

Granted

 

 

4,915

 

 

 

3.40

 

Vested

 

 

(169,793

)

 

 

8.93

 

Forfeited or expired

 

 

(216,313

)

 

 

8.02

 

Balance at September 30, 2020

 

 

686,618

 

 

$

3.92

 

 

For the quarters ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these performance-based RSUs of $528 and $578, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these performance-based RSUs of $1,833 and $2,203, respectively. As of September 30, 2020, $974 of total unrecognized compensation cost related to these performance-based 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 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 market 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 each specific tranche. The Company estimated the fair values of the MPUs using a Monte Carlo simulation model that used the following assumptions:

 

 

 

Nine Months Ended September 30,

 

 

2020

 

2019

Risk-free interest rate

 

0.10% to 0.14%

 

1.61% to 1.88%

Estimated volatility factor

 

71.0% to 88.0%

 

40.0% to 54.0%

Expected dividends

 

None

 

None

 

For the quarters ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these MPUs of $(38) and $(39), respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to these MPUs of $35 and $25, respectively.  

As of September 30, 2020, the Company recorded $119 and $35 in accrued liabilities and other non-current liabilities related to the MPUs, respectively, on its condensed consolidated balance sheet. 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 its condensed consolidated balance sheet.

The portions of the 2019, 2018 and 2017 MPU awards with respect to the 2019 performance year lapsed unvested. 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.

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 common stock at a discount of up to 15% of its fair market value, subject to certain conditions and limitations. Purchases of shares of common stock under the ESPP are made twice a year at six-month intervals. For the quarters ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to the ESPP of $49 and $69, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded stock-based compensation expense related to the ESPP of $182 and $212, respectively. During the nine months ended September 30, 2020, 166,580 shares of the Company’s common stock were purchased under the ESPP at a price of $2.58 per share. During the nine months ended September 30, 2019, 113,703 shares of the Company’s common stock were purchased under the ESPP at a price of $5.68 per share.