##### Table of Contents



United States Securities and Exchange Commission
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-33118
 ORBCOMM INC.
  Delaware
    
    41-2118289(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 
 
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



ORBCOMM Inc.
Index
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Condensed Statement of Equity
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    31Item 4. Controls and Procedures
    
    
    31Part II  Other InformationItem 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 3. Defaults Upon Senior Securities
    
    
    32Item 4. Submission of Matters to a Vote of Security Holders
    
    
    32Item 5. Other Information
    
    
    32Item 6. Exhibits
    
    
    32Signatures
    
    
    32Exhibit Index
    
    
    33Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



ORBCOMM Inc.
 
 Condensed Consolidated Balance Sheets
 (in thousands, except share data)
 (Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    66,946
    
    
    $
    75,370Restricted cash
    
    
    2,000
    
    
    
    2,000Accounts receivable, net of allowances for doubtful accounts of $512 and $227
    
    
    4,190
    
    
    
    3,750Inventories
    
    
    1,791
    
    
    
    1,421Prepaid expenses and other current assets
    
    
    3,885
    
    
    
    4,160Total current assets
    
    
    78,812
    
    
    
    86,701Satellite network and other equipment, net
    
    
    86,702
    
    
    
    93,290Intangible assets, net
    
    
    3,714
    
    
    
    4,086Restricted cash
    
    
    3,680
    
    
    
    3,680Inventories
    
    
    1,544
    
    
    
    2,126Other assets
    
    
    1,445
    
    
    
    1,484Total assets
    
    $
    175,897
    
    
    $
    191,367LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    2,578
    
    
    $
    8,529Accrued liabilities
    
    
    6,901
    
    
    
    7,359Current portion of deferred revenue
    
    
    3,580
    
    
    
    3,577Total current liabilities
    
    
    13,059
    
    
    
    19,465Note payable  related party
    
    
    1,175
    
    
    
    1,244Deferred revenue, net of current portion
    
    
    7,394
    
    
    
    7,607Total liabilities
    
    
    21,628
    
    
    
    28,316Commitments and contingenciesEquity:ORBCOMM
Inc. stockholders equity:Common stock, par value $0.001; 250,000,000 shares authorized; 42,396,031
and 42,101,834 shares issued and outstanding
    
    
    42
    
    
    
    42Additional paid-in capital
    
    
    229,456
    
    
    
    229,001Accumulated other comprehensive income
    
    
    400
    
    
    
    538Accumulated deficit
    
    
    (77,111
    )
    
    
    (67,976
    )Total ORBCOMM Inc. stockholders equity
    
    
    152,787
    
    
    
    161,605Noncontrolling interests in ORBCOMM Japan
    
    
    1,482
    
    
    
    1,446Total equity
    
    
    154,269
    
    
    
    163,051Total liabilities and equity
    
    $
    175,897
    
    
    $
    191,367
 See notes to condensed consolidated financial statements.
  3




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 (Unaudited)
 Three months endedMarch 31,2009
    
    
    2008Revenues:Service revenues
    
    $
    6,627
    
    
    $
    4,855Product sales
    
    
    734
    
    
    
    1,024Total revenues
    
    
    7,361
    
    
    
    5,879Costs and expenses(1):Costs of services
    
    
    3,221
    
    
    
    2,034Costs of product sales
    
    
    1,110
    
    
    
    1,281Selling, general and administrative
    
    
    4,804
    
    
    
    4,445Product development
    
    
    224
    
    
    
    256Gain on customer claims settlement
    
    
    
    
    
    
    (876
    )Impairment charge  satellite network
    
    
    7,045
    
    
    
    Total costs and expenses
    
    
    16,404
    
    
    
    7,140Loss from operations
    
    
    (9,043
    )
    
    
    (1,261
    )Other income (expense):Interest income
    
    
    41
    
    
    
    766Other income (expense)
    
    
    (49
    )
    
    
    11Interest expense
    
    
    (48
    )
    
    
    (50
    )Total other income (expense)
    
    
    (56
    )
    
    
    727Net loss
    
    
    (9,099
    )
    
    
    (534
    )Less: Net income attributable to the noncontrolling interests
    
    
    36
    
    
    
    Net loss attributable to ORBCOMM Inc.
    
    $
    (9,135
    )
    
    $
    (534
    )Net loss
per common share:Basic and diluted
    
    $
    (0.22
    )
    
    $
    (0.01
    )Weighted average common shares outstanding:Basic and diluted
    
    
    42,308
    
    
    
    41,803(1) Stock-based compensation included in costs and expenses:Costs of services
    
    $
    20
    
    
    $
    48Costs of product sales
    
    
    
    
    
    
    20Selling, general and administrative
    
    
    427
    
    
    
    727Product development
    
    
    8
    
    
    
    15$
    455
    
    
    $
    810
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (Unaudited)
 Three months endedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (9,099
    )
    
    $
    (534
    )Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:Change in allowance for doubtful accounts
    
    
    285
    
    
    
    (185
    )Depreciation and amortization
    
    
    1,302
    
    
    
    648Accretion on note payable  related party
    
    
    33
    
    
    
    33Stock-based compensation
    
    
    455
    
    
    
    810Foreign exchange (gains) losses
    
    
    51
    
    
    
    (11
    )Non-cash portion of gain on customer claims settlement
    
    
    
    
    
    
    (640
    )Impairment charge  satellite network
    
    
    7,045
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (725
    )
    
    
    1,359Inventories
    
    
    212
    
    
    
    (816
    )Prepaid expenses and other assets
    
    
    250
    
    
    
    396Accounts payable and accrued liabilities
    
    
    (859
    )
    
    
    (1,225
    )Deferred revenue
    
    
    (210
    )
    
    
    304Net cash provided by (used in) operating activities
    
    
    (1,260
    )
    
    
    139Cash flows from investing activities  capital expenditures
    
    
    (6,924
    )
    
    
    (1,458
    )Cash flows from financing activities:Proceeds from exercise of warrants
    
    
    
    
    
    
    133Payment of offering costs in connection with secondary public offering
    
    
    
    
    
    
    (40
    )Net cash provided by financing activities
    
    
    
    
    
    
    93Effect of exchange rate changes on cash and cash equivalents
    
    
    (240
    )
    
    
    39Net decrease in cash and cash equivalents
    
    
    (8,424
    )
    
    
    (1,187
    )Cash and cash equivalents:Beginning of period
    
    
    75,370
    
    
    
    115,587End of period
    
    $
    66,946
    
    
    $
    114,400Supplemental cash flow disclosures:Non cash investing activities Capital expenditures incurred not yet paid
    
    $
    1,025
    
    
    $
    1,895
 See notes to condensed consolidated financial statements.
  5




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ORBCOMM Inc.
Condensed Consolidated Statements of Equity
Three months ended March 31, 2009
(in thousands, except share data)
 Accumulated
    
    
    
    
    
    
    NoncontrollingAdditional
    
    
    other
    
    
    
    
    
    
    interestsCommon stock
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    in ORBCOMM
    
    
    TotalShares
    
    
    Amount
    
    
    capital
    
    
    income
    
    
    deficit
    
    
    Japan
    
    
    equityBalances, January 1, 2009
    
    
    42,101,834
    
    
    $
    42
    
    
    $
    229,001
    
    
    $
    538
    
    
    $
    (67,976
    )
    
    $
    1,446
    
    
    $
    163,051Vesting of restricted stock units
    
    
    294,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    455
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    455Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,135
    )
    
    
    36
    
    
    
    (9,099
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138
    )
    
    
    
    
    
    
    
    
    
    
    (138
    )Balances, March 31, 2009
    
    
    42,396,031
    
    
    $
    42
    
    
    $
    229,456
    
    
    $
    400
    
    
    $
    (77,111
    )
    
    $
    1,482
    
    
    $
    154,269
 See notes to condensed consolidated financial statements.
  6




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1. Overview
  2. Basis of Presentation
    Noncontrolling Interests in
Consolidated Financial Statements, an amendment to ARB No. 51
   7




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Concentration of credit risk
  Inventories
    Income taxes
    Accounting Pronouncements
 Business Combinations Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination that arise from Contingencies,
  8




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Fair Value Measurements
  9




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Disclosures about Fair Value of Financial Instruments Interim Financial Reporting,
 3. ORBCOMM Japan
      Consolidated Financial Statements
  10




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4. Comprehensive Loss
  Three months endedMarch 31,2009
    
    
    2008Net loss
    
    $
    (9,135
    )
    
    $
    (534
    )Foreign currency translation adjustment
    
    
    (138
    )
    
    
    (55
    )Comprehensive loss
    
    
    (9,273
    )
    
    
    (589
    )Comprehensive loss attributable to noncontrolling
interests
    
    
    
    
    
    
    Comprehensive loss attributable to ORBCOMM Inc.
    
    $
    (9,273
    )
    
    $
    (589
    )
 5. Stock-based Compensation
   Three months endedMarch 31,2009
    
    
    2008Stock options
    
    $
    24
    
    
    $
    24Restricted stock units
    
    
    181
    
    
    
    697Stock appreciation rights
    
    
    250
    
    
    
    89Total
    
    $
    455
    
    
    $
    810
   11




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Time-Based Restricted Stock Units
   Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2009
    
    
    342,184
    
    
    $
    8.21Granted
    
    
    77,420
    
    
    
    1.55Vested
    
    
    (169,959
    )
    
    
    10.34Forfeited or expired
    
    
    
    
    
    
    Balance at March 31, 2009
    
    
    249,645
    
    
    $
    4.69
   Performance-Based Restricted Stock Units
  Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2009
    
    
    131,129
    
    
    $
    4.85Granted
    
    
    
    
    
    
    Vested
    
    
    (82,634
    )
    
    
    4.81Forfeited or expired
    
    
    (38,387
    )
    
    
    4.81Balance at
March 31, 2009
    
    
    10,108
    
    
    $
    5.32
  Time-Based Stock Appreciation Rights
   12




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Weighted-AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1,
2009
    
    
    1,141,667
    
    
    $
    5.31Granted
    
    
    25,000
    
    
    
    1.70Forfeited or expired
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.93
    
    
    $
    12Exercisable at March 31, 2009
    
    
    351,667
    
    
    $
    6.11
    
    
    
    8.72
    
    
    $
    Vested and expected to vest
at March 31, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.93
    
    
    $
    12
  Performance-Based Stock Appreciation Rights
  Weighted-AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2009
    
    
    291,899
    
    
    $
    10.35Granted
    
    
    
    
    
    
    Forfeited or expired
    
    
    (41,753
    )
    
    
    9.34Outstanding at March 31, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    8.20
    
    
    $
    Exercisable at March 31, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    8.20
    
    
    $
    Vested and expected to vest at
March 31, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    8.20
    
    
    $
    
   13




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Three months endedMarch 31,2009
    
    
    2008Risk-free interest rate
    
    
    2.34%
    
    
    2.50% to 2.67%Expected life (years)
    
    
    6.00
    
    
    5.50 to 6.00Estimated volatility factor
    
    
    55.03%
    
    
    43.98%Expected dividends
    
    
    None
    
    
    None
 2004 Stock Option Plan
  Weighted-AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2009
    
    
    782,079
    
    
    $
    2.98Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.91
    
    
    $
    Exercisable at March 31, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.91
    
    
    $
    Vested and expected to vest at
March 31, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.91
    
    
    $
    
 6. Net Loss per Common Share
   Three months endedMarch 31,2009
    
    
    2008Common stock warrants
    
    
    56,924
    
    
    
    371,850Stock options
    
    
    782,079
    
    
    
    832,957RSUs
    
    
    259,753
    
    
    
    547,138SARs
    
    
    1,416,813
    
    
    
    1,403,5662,515,569
    
    
    
    3,155,511
  14




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7. Satellite Network and Other Equipment
  Useful life
    
    
    March 31,
    
    
    December 31,(years)
    
    
    2009
    
    
    2008Land
    
    
    
    
    
    $
    381
    
    
    $
    381Satellite network
    
    
    3-10
    
    
    
    21,869
    
    
    
    21,290Capitalized software
    
    
    3-5
    
    
    
    1,243
    
    
    
    1,224Computer hardware
    
    
    5
    
    
    
    1,116
    
    
    
    1,108Other
    
    
    5-7
    
    
    
    1,246
    
    
    
    1,166Assets under construction
    
    
    
    
    
    
    70,984
    
    
    
    77,32896,839
    
    
    
    102,497Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (10,137
    )
    
    
    (9,207
    )$
    86,702
    
    
    $
    93,290
      15




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8. Restricted Cash
     16




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9. Intangible Assets
  March 31, 2009
    
    
    December 31, 2008Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (4,401
    )
    
    $
    3,714
    
    
    $
    8,115
    
    
    $
    (4,029
    )
    
    $
    4,086
   Years ending December 31,Remainder of 2009
    
    $
    1,1142010
    
    
    1,4862011
    
    
    1,114$
    3,714
 10. Accrued Liabilities
  March 31,
    
    
    December 31,2009
    
    
    2008Litigation settlement (See Note 15)
    
    $
    2,450
    
    
    $
    2,450Accrued compensation and benefits
    
    
    1,208
    
    
    
    2,288Accrued interest
    
    
    751
    
    
    
    736Accrued professional services
    
    
    368
    
    
    
    229Accrued satellite network and other equipment
    
    
    338
    
    
    
    Other accrued expenses
    
    
    1,785
    
    
    
    1,656$
    6,901
    
    
    $
    7,359
 11. Deferred Revenues
  March 31,
    
    
    December 31,2009
    
    
    2008Professional services
    
    $
    6,938
    
    
    $
    7,043Service activation fees
    
    
    2,982
    
    
    
    3,032Manufacturing license fees
    
    
    56
    
    
    
    59Prepaid services
    
    
    998
    
    
    
    1,05010,974
    
    
    
    11,184Less current portion
    
    
    (3,580
    )
    
    
    (3,577
    )Long-term portion
    
    $
    7,394
    
    
    $
    7,607
   17




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12. Note Payable
  13. Stockholders Equity
   SharesEmployee stock compensation plans
    
    
    4,572,906Warrants to purchase common stock
    
    
    56,9244,629,830
 14. Geographic Information
  Three months endedMarch 31,2009
    
    
    2008United States
    
    
    86
    %
    
    
    91
    %Japan
    
    
    10
    %
    
    
    Other
    
    
    4
    %
    
    
    9
    %100
    %
    
    
    100
    %
 15. Commitments and Contingencies
 Procurement agreements in connection with quick-launch satellites
   18




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Procurement agreements in connection with U.S. Coast Guard contract
  Procurement agreement in connection with next-generation satellites
    19




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Airtime credits
  Purchase commitment
  Litigation
   20




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Class Action Litigation
  16. Subsequent Events
 GE Agreements
     21




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22




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Assets Held for Sale
  Accounts receivable
    
    $
    513Inventories, current
    
    
    1,689Current assets
    
    
    2,346Other equipment, net
    
    
    502Inventories, long term
    
    
    1,544Current liabilities
    
    
    412
  23




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Safe Harbor Statement Under the Private Securities Litigation Reform of Act 1995.
  Overview
   24




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25




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ORBCOMM Japan
   GE
      Assets Held for Sale
  Accounts receivable
    
    $0.5 millionInventories, current
    
    1.7 millionCurrent assets
    
    2.3 millionOther equipment, net
    
    0.5 millionInventories, long term
    
    1.5 millionCurrent liabilities
    
    0.4 million
  26




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Critical Accounting Policies
  EBITDA
   The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months endedMarch 31,2009
    
    
    2008Net loss
    
    $
    (9,135
    )
    
    $
    (534
    )Interest income
    
    
    (41
    )
    
    
    (766
    )Interest expense
    
    
    48
    
    
    
    50Depreciation and amortization
    
    
    1,302
    
    
    
    648EBITDA
    
    $
    (7,826
    )
    
    $
    (602
    )
   27




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Results of Operations
 Revenues
   Three months ended March 31,2009
    
    
    2008% of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    TotalService revenues
    
    $
    6,627
    
    
    
    90.0
    %
    
    $
    4,855
    
    
    
    82.6
    %Product sales
    
    
    734
    
    
    
    10.0
    %
    
    
    1,024
    
    
    
    17.4
    %$
    7,361
    
    
    
    100.0
    %
    
    $
    5,879
    
    
    
    100.0
    %
  Service revenues
   Product sales
  Costs of services
   28




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##### Table of Contents



Costs of product sales
   Selling, general and administrative expenses
   Product development expenses
   Gain on customer claims settlement
  Impairment Charge  Satellite Network
  Other income (expense)
   Noncontrolling interests
   29




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##### Table of Contents



Net loss attributable to ORBCOMM Inc.
  Liquidity and Capital Resources
 Overview
  Operating activities
   Investing activities
   Financing activities
   Future Liquidity and Capital Resource Requirements
  Contractual Obligations
   30




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##### Table of Contents



Off-Balance Sheet Arrangements
  Recent accounting pronouncements
   31




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
  
 Item 4. Disclosure Controls and Procedures
 Evaluation of the Companys disclosure controls and procedures.
 Internal Control over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Use of Proceeds from Initial Public Offering
   32




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##### Table of Contents



Exercise of Warrants
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 31.1
    
    
    Certification of President and Chief Executive Officer required by Rule 13a-14(a).31.2
    
    
    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).32.1
    
    
    Certification of President and Chief Executive Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.32.2
    
    
    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18
U.S.C. Section 1350.
 
 SIGNATURES
  ORBCOMM Inc.
(Registrant)Date: May 11, 2009
    /s/ Marc J. EisenbergMarc J. Eisenberg,President and Chief Executive Officer
(Principal Executive Officer)Date: May 11, 2009
    /s/ Robert G. CostantiniRobert G. Costantini,Executive Vice President and Chief Financial Officer
(Principal Financial  and Accounting Officer)  33




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification of Chief Executive Officer and President required by Rule 13a-14(a).31.2
    
    
    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).32.1
    
    
    Certification of Chief Executive Officer and President required by Rule 13a-14(b) and 18 U.S.C.
Section 1350.32.2
    
    
    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b)
and 18 U.S.C. Section 1350.
  34