##### 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 September 30, 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 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
 
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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 Consolidated Statements of Equity
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    35Item 4. Controls and Procedures
    
    
    35Part II  Other InformationItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    36Item 4. Submission of Matters to a Vote of Security Holders
    
    
    36Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    37Signatures
    
    
    38Exhibit Index
    
    
    39Exhibit 10.1Exhibit 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)
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    52,216
    
    
    $
    75,370Restricted cash
    
    
    3,000
    
    
    
    2,000Accounts receivable, net of allowances for doubtful accounts of $584 and $101
    
    
    3,516
    
    
    
    3,412Inventories
    
    
    90
    
    
    
    158Receivables
from insurance recoveries
    
    
    31,354
    
    
    
    2,450Prepaid expenses and other current assets
    
    
    899
    
    
    
    1,690Current assets held for sale
    
    
    1,247
    
    
    
    1,621Total current assets
    
    
    92,322
    
    
    
    86,701Satellite network and other equipment, net
    
    
    73,921
    
    
    
    92,772Intangible assets, net
    
    
    2,972
    
    
    
    4,086Restricted cash
    
    
    2,980
    
    
    
    3,680Other assets
    
    
    1,358
    
    
    
    1,484Long term assets held for sale
    
    
    2,427
    
    
    
    2,644Total assets
    
    $
    175,980
    
    
    $
    191,367LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    3,067
    
    
    $
    8,428Accrued liabilities
    
    
    7,334
    
    
    
    7,168Current portion of deferred revenue
    
    
    3,792
    
    
    
    3,543Current liabilities related to assets held for sale
    
    
    454
    
    
    
    326Total current liabilities
    
    
    14,647
    
    
    
    19,465Note payable  related party
    
    
    1,400
    
    
    
    1,244Deferred revenue, net of current portion
    
    
    6,652
    
    
    
    7,607Total liabilities
    
    
    22,699
    
    
    
    28,316Commitments and contingenciesEquity:ORBCOMM Inc. stockholders equityCommon stock, par value $0.001; 250,000,000 shares authorized; 42,455,531 and
42,101,834 shares issued and outstanding
    
    
    42
    
    
    
    42Additional paid-in capital
    
    
    230,150
    
    
    
    229,001Accumulated other comprehensive income
    
    
    17
    
    
    
    381Accumulated deficit
    
    
    (78,710
    )
    
    
    (67,976
    )Total ORBCOMM Inc. stockholders equity
    
    
    151,499
    
    
    
    161,448Noncontrolling interests in ORBCOMM Japan
    
    
    1,782
    
    
    
    1,603Total equity
    
    
    153,281
    
    
    
    163,051Total liabilities and equity
    
    $
    175,980
    
    
    $
    191,367
 See notes to condensed consolidated financial statements.
  3




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##### Table of Contents



ORBCOMM Inc.
 
 Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Service revenues
    
    $
    6,939
    
    
    $
    6,336
    
    
    $
    20,281
    
    
    $
    16,948Product sales
    
    
    92
    
    
    
    1,194
    
    
    
    247
    
    
    
    2,300Total revenues
    
    
    7,031
    
    
    
    7,530
    
    
    
    20,528
    
    
    
    19,248Costs and expenses(1):Costs of services
    
    
    10,796
    
    
    
    2,624
    
    
    
    17,309
    
    
    
    6,786Costs of product sales
    
    
    42
    
    
    
    801
    
    
    
    138
    
    
    
    1,392Selling, general and administrative
    
    
    3,609
    
    
    
    4,570
    
    
    
    12,810
    
    
    
    14,162Product development
    
    
    191
    
    
    
    187
    
    
    
    532
    
    
    
    459Gain on customer claims settlements
    
    
    
    
    
    
    (125
    )
    
    
    
    
    
    
    (1,368
    )Impairment charge-satellite network
    
    
    21,859
    
    
    
    
    
    
    
    28,904
    
    
    
    Insurance
recovery-satellite network
    
    
    (28,904
    )
    
    
    
    
    
    
    (28,904
    )
    
    
    Total costs and expenses
    
    
    7,593
    
    
    
    8,057
    
    
    
    30,789
    
    
    
    21,431Loss from operations
    
    
    (562
    )
    
    
    (527
    )
    
    
    (10,261
    )
    
    
    (2,183
    )Other income (expense):Interest income
    
    
    7
    
    
    
    375
    
    
    
    71
    
    
    
    1,497Other income (expense)
    
    
    (115
    )
    
    
    (259
    )
    
    
    224
    
    
    
    (236
    )Interest expense
    
    
    (48
    )
    
    
    (48
    )
    
    
    (144
    )
    
    
    (146
    )Total other income (expense)
    
    
    (156
    )
    
    
    68
    
    
    
    151
    
    
    
    1,115Loss from continuing operations before pre-control
earnings of consolidated subsidiary
    
    
    (718
    )
    
    
    (459
    )
    
    
    (10,110
    )
    
    
    (1,068
    )Less: Pre-control earnings of consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128Loss from continuing operations
    
    
    (718
    )
    
    
    (459
    )
    
    
    (10,110
    )
    
    
    (1,196
    )Loss from discontinued operations
    
    
    (489
    )
    
    
    (353
    )
    
    
    (529
    )
    
    
    (1,088
    )Net loss
    
    
    (1,207
    )
    
    
    (812
    )
    
    
    (10,639
    )
    
    
    (2,284
    )Less: Net income attributable to the noncontrolling interests
    
    
    30
    
    
    
    189
    
    
    
    95
    
    
    
    230Net loss attributable to ORBCOMM Inc.
    
    $
    (1,237
    )
    
    $
    (1,001
    )
    
    $
    (10,734
    )
    
    $
    (2,514
    )Net loss attributable to ORBCOMM Inc.:Loss from continuing operations
    
    $
    (748
    )
    
    $
    (648
    )
    
    $
    (10,205
    )
    
    $
    (1,426
    )Loss from discontinued operations
    
    
    (489
    )
    
    
    (353
    )
    
    
    (529
    )
    
    
    (1,088
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (1,237
    )
    
    $
    (1,001
    )
    
    $
    (10,734
    )
    
    $
    (2,514
    )Per share information-basic and diluted:Loss from continuing operations
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    (0.24
    )
    
    $
    (0.03
    )Loss from discontinued operations
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.03
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (0.03
    )
    
    $
    (0.02
    )
    
    $
    (0.25
    )
    
    $
    (0.06
    )Weighted average common shares outstanding:Basic and diluted
    
    
    42,442
    
    
    
    42,070
    
    
    
    42,386
    
    
    
    41,945(1)   Stock-based compensation included in costs and expenses:Costs of services
    
    $
    14
    
    
    $
    22
    
    
    $
    48
    
    
    $
    71Selling, general and administrative
    
    
    336
    
    
    
    852
    
    
    
    1,093
    
    
    
    2,557Product development
    
    
    
    
    
    
    12
    
    
    
    8
    
    
    
    42$
    350
    
    
    $
    886
    
    
    $
    1,149
    
    
    $
    2,670
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Nine months endedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (10,639
    )
    
    $
    (2,284
    )Adjustments to reconcile net loss to net cash provided
by operating activities:Change in allowance for doubtful accounts
    
    
    475
    
    
    
    (162
    )Depreciation and amortization
    
    
    11,463
    
    
    
    2,160Accretion on note payable  related party
    
    
    98
    
    
    
    98Stock-based compensation
    
    
    1,149
    
    
    
    2,670Foreign exchange (gains) losses
    
    
    (223
    )
    
    
    243Non-cash portion of gain on customer claims settlements
    
    
    
    
    
    
    (882
    )Pre-control earnings of consolidated subsidiary
    
    
    
    
    
    
    128Expiration of gateway purchase option
    
    
    
    
    
    
    (325
    )Impairment charge-satellite network
    
    
    28,904
    
    
    
    Insurance
recovery receivable-satellite network
    
    
    (28,904
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (457
    )
    
    
    870Inventories
    
    
    66
    
    
    
    28Prepaid expenses and other assets
    
    
    855
    
    
    
    153Accounts payable and accrued liabilities
    
    
    304
    
    
    
    1,080Deferred revenue
    
    
    (707
    )
    
    
    924Net cash provided by operating activities of continuing operations
    
    
    2,384
    
    
    
    4,701Net cash provided by (used in) operating activities of discontinued operations
    
    
    927
    
    
    
    (150
    )Net cash provided by operating activities
    
    
    3,311
    
    
    
    4,551Cash flows from investing activities:Capital expenditures
    
    
    (25,825
    )
    
    
    (26,503
    )Change in restricted cash
    
    
    (300
    )
    
    
    (5,680
    )Cash from the step acquisition of subsidiary
    
    
    
    
    
    
    366Net cash used in investing activities of continuing operations
    
    
    (26,125
    )
    
    
    (31,817
    )Net cash used in investing activities of discontinued operations
    
    
    (208
    )
    
    
    (244
    )Net cash used in investing activities
    
    
    (26,333
    )
    
    
    (32,061
    )Cash flows from financing activities:Proceeds from exercise of warrants and options
    
    
    
    
    
    
    322Payment of offering costs in connection with secondary public offering
    
    
    
    
    
    
    (40
    )Net cash provided by financing activities from continuing operations
    
    
    
    
    
    
    282Net cash provided by financing activities
    
    
    
    
    
    
    282Effect of exchange rate changes on cash and cash equivalents
    
    
    (132
    )
    
    
    112Net decrease in cash and cash equivalents
    
    
    (23,154
    )
    
    
    (27,116
    )Cash and cash equivalents:Beginning of period
    
    
    75,370
    
    
    
    115,587End of period
    
    $
    52,216
    
    
    $
    88,471Supplemental cash flow disclosures:Non cash investing activities Capital expenditures incurred not yet paid
    
    $
    1,138
    
    
    $
    12,562Stock-based compensation included in capital expenditures
    
    $
    
    
    
    $
    40Net assets from step acquisition of subsidiary
    
    $
    
    
    
    $
    1,363Asset basis adjustment due to expiration of gateway purchase option
    
    $
    
    
    
    $
    161Gateway received in settlement of long-term receivable
    
    $
    
    
    
    $
    230
 See notes to condensed consolidated financial statements.
  5




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Equity
 Nine months ended September 30, 2009 and 2008
(in thousands, except share data)
(Unaudited)
 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
    
    
    $
    381
    
    
    $
    (67,976
    )
    
    $
    1,603
    
    
    $
    163,051Vesting of restricted stock units
    
    
    353,697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,149Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,734
    )
    
    
    95
    
    
    
    (10,639
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (364
    )
    
    
    
    
    
    
    84
    
    
    
    (280
    )Balances, September 30, 2009
    
    
    42,455,531
    
    
    $
    42
    
    
    $
    230,150
    
    
    $
    17
    
    
    $
    (78,710
    )
    
    $
    1,782
    
    
    $
    153,281Balances, January 1, 2008
    
    
    41,658,066
    
    
    $
    42
    
    
    $
    224,899
    
    
    $
    (656
    )
    
    $
    (63,436
    )
    
    $
    
    
    
    $
    160,849Exercise of warrants and options
    
    
    179,765
    
    
    
    
    
    
    
    322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    322Vesting of restricted stock units
    
    
    253,487
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,758Non-controlling interest of acquired subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    847
    
    
    
    847Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,514
    )
    
    
    358
    
    
    
    (2,156
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    129Balances, September 30, 2008
    
    
    42,091,318
    
    
    $
    42
    
    
    $
    227,979
    
    
    $
    (527
    )
    
    $
    (65,950
    )
    
    $
    1,205
    
    
    $
    162,749
 See notes to condensed consolidated financial statements.
  6




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##### Table of Contents



ORBCOMM INC.
 
 Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)
(unaudited)
 1. Overview
  2. Basis of Presentation
       7




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##### Table of Contents



Fair Value of Financial instruments
  Concentration of Credit Risk
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008General Electric Company
    
    
    17.0
    %
    
    
    18.5
    %
    
    
    16.8
    %
    
    
    19.9
    %Caterpillar Inc.
    
    
    17.0
    %
    
    
    12.1
    %
    
    
    16.4
    %
    
    
    11.8
    %Komatsu Ltd.
    
    
    11.1
    %
    
    
    
    
    
    
    11.0
    %
    
    
    Hitachi Construction Machinery Co., Ltd.
    
    
    
    
    
    
    16.2
    %
    
    
    
    
    
    
    13.9
    %
  September 30,
    
    
    December 31,2009
    
    
    2008General Electric Company
    
    
    13.3
    %
    
    
   16.2
    %Hitachi Construction Machinery Co., Ltd.
    
    
    
    
    
    
    16.6
    %
 Inventories
    8




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##### Table of Contents



Income taxes
    Accounting Pronouncements
 Generally Accepted Accounting
Principles-Overall FASB Accounting Standards
Codification
 Business Combinations
 Business Combinations-Identifiable Assets,
Liabilities and Any Non Controlling Interest,
  9




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##### Table of Contents



Consolidation Topic
 Fair Value Measurements and
Disclosures-Overall
 Financial Instruments-Overall-
Transition and Open Effective Date Information Interim Reporting
 Subsequent Events-Overall
 Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
  10




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##### Table of Contents



Revenue Recognition Multiple Deliverable Revenue
Arrangements Revenue Recognition
– Multiple-Element Arrangements
 3. Discontinued Operations
      11




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues- Product sales
    
    $
    346
    
    
    $
    439
    
    
    $
    1,355
    
    
    $
    2,324Loss from discontinued operations
    
    $
    (489
    )
    
    $
    (353
    )
    
    $
    (529
    )
    
    $
    (1,088
    )
  September 30,
    
    
    December 31,2009
    
    
    2008Accounts receivable, net
    
    $
    100
    
    
    $
    338Inventories, current
    
    
    1,108
    
    
    
    1,263Current assets
    
    
    1,247
    
    
    
    1,621Other equipment, net
    
    
    708
    
    
    
    518Inventories, long term
    
    
    1,719
    
    
    
    2,126Current liabilities
    
    
    454
    
    
    
    326
  4. ORBCOMM Japan
       12




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##### Table of Contents



.
 5. Comprehensive Loss
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (1,237
    )
    
    $
    (1,001
    )
    
    $
    (10,734
    )
    
    $
    (2,514
    )Foreign currency translation adjustment
    
    
    269
    
    
    
    280
    
    
    
    (280
    )
    
    
    129Comprehensive loss
    
    
    (968
    )
    
    
    (721
    )
    
    
    (11,014
    )
    
    
    (2,385
    )Comprehensive loss attributable to noncontrolling interests
    
    
    (169
    )
    
    
    
    
    
    
    (84
    )
    
    
    Comprehensive loss attributable to ORBCOMM Inc.
    
    $
    (1,137
    )
    
    $
    (721
    )
    
    $
    (11,098
    )
    
    $
    (2,385
    )
 6. Stock-based Compensation
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Stock options
    
    $
    
    
    
    $
    24
    
    
    $
    24
    
    
    $
    72Restricted stock units
    
    
    122
    
    
    
    594
    
    
    
    421
    
    
    
    1,969Stock appreciation rights
    
    
    228
    
    
    
    268
    
    
    
    704
    
    
    
    629Total
    
    $
    350
    
    
    $
    886
    
    
    $
    1,149
    
    
    $
    2,670
  Time-Based Restricted Stock Units
   13




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##### Table of Contents



Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2009
    
    
    342,184
    
    
    $
    8.21Granted
    
    
    147,420
    
    
    
    1.68Vested
    
    
    (220,851
    )
    
    
    9.62Forfeited or expired
    
    
    
    
    
    
    Balance at September 30, 2009
    
    
    268,753
    
    
    $
    3.46
   Performance-Based Restricted Stock Units
  Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2009
    
    
    131,129
    
    
    $
    4.85Granted
    
    
    
    
    
    
    Vested
    
    
    (91,242
    )
    
    
    4.81Forfeited or expired
    
    
    (39,887
    )
    
    
    5.11Balance at September 30, 2009
    
    
    
    
    
    $
    
  Time-Based Stock Appreciation Rights
   14




---



##### Table of Contents



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 September 30, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.43
    
    
    $
    26Exercisable at September 30, 2009
    
    
    351,667
    
    
    $
    6.11
    
    
    
    8.22
    
    
    $
    Vested and expected to vest at
September 30, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.43
    
    
    $
    26
  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 September 30,
2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.70
    
    
    $
    Exercisable at September 30,
2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.70
    
    
    $
    Vested and expected to vest
at September 30, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.70
    
    
    $
    
   15




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##### Table of Contents



Nine months endedSeptember 30,2009
    
    
    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 September 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.42
    
    
    $
    160Exercisable at September 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.42
    
    
    $
    160Vested and expected to vest at
September 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.42
    
    
    $
    160
 7. Net Loss per Common Share
   Nine months endedSeptember 30,2009
    
    
    2008Common stock warrants
    
    
    
    
    
    
    285,410Stock options
    
    
    782,079
    
    
    
    782,079RSUs
    
    
    268,753
    
    
    
    477,991SARs
    
    
    1,416,813
    
    
    
    1,418,5662,467,645
    
    
    
    2,964,046
  16




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##### Table of Contents



8. Satellite Network and Other Equipment
  Useful life
    
    
    September 30,
    
    
    December 31,(years)
    
    
    2009
    
    
    2008Land
    
    
    
    
    
    $
    381
    
    
    $
    381Satellite network
    
    3 months10
    
    
    
    27,634
    
    
    
    21,290Capitalized software
    
    35
    
    
    
    1,234
    
    
    
    1,112Computer hardware
    
    5
    
    
    
    1,108
    
    
    
    1,069Other
    
    57
    
    
    
    1,050
    
    
    
    881Assets under construction
    
    
    
    
    
    
    60,238
    
    
    
    76,99991,645
    
    
    
    101,732Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (17,724
    )
    
    
    (8,960
    )$
    73,921
    
    
    $
    92,772
        17




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##### Table of Contents



18




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##### Table of Contents



9. Restricted Cash
     10. Intangible Assets
  September 30, 2009
    
    
    December 31, 2008Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (5,143
    )
    
    $
    2,972
    
    
    $
    8,115
    
    
    $
    (4,029
    )
    
    $
    4,086
   19




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##### Table of Contents



Years ending December 31,Remainder of 2009
    
    $
    3722010
    
    
    1,4862011
    
    
    1,114$
    2,972
 11. Accrued Liabilities
  September 30,
    
    
    December 31,2009
    
    
    2008Litigation settlement (See Note 16)
    
    $
    2,450
    
    
    $
    2,450Accrued compensation and benefits
    
    
    1,327
    
    
    
    2,200Accrued interest
    
    
    781
    
    
    
    736Accrued professional services
    
    
    289
    
    
    
    229Deferred rent payable
    
    
    898
    
    
    
    166Other accrued expenses
    
    
    1,589
    
    
    
    1,387$
    7,334
    
    
    $
    7,168
 12. Deferred Revenues
  September 30,
    
    
    December 31,2009
    
    
    2008Professional services
    
    $
    6,658
    
    
    $
    7,043Service activation fees
    
    
    2,739
    
    
    
    3,032Manufacturing license fees
    
    
    48
    
    
    
    59Prepaid services
    
    
    999
    
    
    
    1,01610,444
    
    
    
    11,150Less current portion
    
    
    (3,792
    )
    
    
    (3,543
    )Long-term portion
    
    $
    6,652
    
    
    $
    7,607
  13. Note Payable
  
  20




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##### Table of Contents



14. Stockholders Equity
   15. Geographic Information
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    
    88
    %
    
    
    75
    %
    
    
    87
    %
    
    
    78
    %Japan
    
    
    9
    %
    
    
    22
    %
    
    
    10
    %
    
    
    18
    %Other
    
    
    3
    %
    
    
    3
    %
    
    
    3
    %
    
    
    4
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 16. Commitments and Contingencies
 Procurement agreements in connection with quick-launch satellites
     21




---



##### Table of Contents



Procurement agreements in connection with U.S. Coast Guard contract
  Procurement
agreements in connection with next-generation satellites
       22




---



##### Table of Contents



Airtime credits
  Purchase commitment
  Litigation
   23




---



##### Table of Contents



Class Action Litigation
  17. Services Agreement with GE
    24




---



##### Table of Contents



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
      25




---



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26




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##### Table of Contents



Terrestrial-Based Cellular Communication Services
  ORBCOMM Japan
    27




---



##### Table of Contents



Discontinued Operations
     GE
   Critical Accounting Policies
  EBITDA
   28




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##### Table of Contents



The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months ended 
September 30,
    
    
    Nine months ended 
 September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (1,237
    )
    
    $
    (1,001
    )
    
    $
    (10,734
    )
    
    $
    (2,514
    )Interest income
    
    
    (7
    )
    
    
    (375
    )
    
    
    (71
    )
    
    
    (1,497
    )Interest expense
    
    
    48
    
    
    
    48
    
    
    
    144
    
    
    
    146Depreciation and
amortization
    
    
    8,884
    
    
    
    892
    
    
    
    11,482
    
    
    
    2,203EBITDA
    
    $
    7,688
    
    
    $
    (436
    )
    
    $
    821
    
    
    $
    (1,662
    )
    Results of Operations
 Revenues
   29




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##### Table of Contents



Three months ended 
September 30,
    
    
    Nine months ended 
 September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    TotalService revenues
    
    $
    6,939
    
    
    
    98.7
    %
    
    $
    6,336
    
    
    
    84.1
    %
    
    $
    20,281
    
    
    
    98.8
    %
    
    $
    16,948
    
    
    
    88.1
    %Product sales
    
    
    92
    
    
    
    1.3
    %
    
    
    1,194
    
    
    
    15.9
    %
    
    
    247
    
    
    
    1.2
    %
    
    
    2,300
    
    
    
    11.9
    %$
    7,031
    
    
    
    100.0
    %
    
    $
    7,530
    
    
    
    100.0
    %
    
    $
    20,528
    
    
    
    100.0
    %
    
    $
    19,248
    
    
    
    100.0
    %
   Service revenues
     Product sales
     Costs of services
    30




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##### Table of Contents



Costs of product sales
     Selling, general and administrative expenses
    Product development expenses
    Gain on customer claims settlements
    31




---



##### Table of Contents



Impairment
Charge and Insurance Recovery  Satellite Network
     Other income (expense)
    Pre-control earnings in subsidiary
   Loss from continuing operations
   Loss from discontinued operations
   Noncontrolling interests
  Net loss attributable to ORBCOMM Inc.
    32




---



##### Table of Contents



Liquidity and Capital Resources
 Overview
  Operating activities
     Investing activities
    Financing activities
    33




---



##### Table of Contents



Future Liquidity and Capital Resource Requirements
  Contractual Obligations
     Off-Balance Sheet Arrangements
  Recent accounting pronouncements
 Amendments to FASB Interpretation No. 46(R) Consolidation of
Variable Interest Entities
 Generally Accepted Accounting Principles-Overall FASB Accounting Standards Codification
 Revenue Recognition Multiple Deliverable Revenue
Arrangements Revenue Recognition
– Multiple-Element Arrangements
  34




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008General Electric Company
    
    
    17.0
    %
    
    
    18.5
    %
    
    
    16.8
    %
    
    
    19.9
    %Caterpillar Inc.
    
    
    17.0
    %
    
    
    12.1
    %
    
    
    16.4
    %
    
    
    11.8
    %Komatsu Ltd.
    
    
    11.1
    %
    
    
    
    
    
    
    11.0
    %
    
    
    Hitachi Construction Machinery Co., Ltd.
    
    
    
    
    
    
    16.2
    %
    
    
    
    
    
    
    13.9
    %
 
 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
  Exercise of Warrants
   35




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information  Material Impairments
            36




---



##### Table of Contents



Item 6. Exhibits
 *
    10.1
    
    

Falcon
1e Commercial Launch Services Agreement, dated August 28, 2009
between the Company and Space Exploration Technologies Corporation.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.
 *
    
    Portions of this exhibit have been omitted and filed separately with
the Office of the Secretary of the Securities and Exchange Commission
pursuant to a confidential treatment request.  37




---



##### Table of Contents



SIGNATURES
  ORBCOMM Inc.(Registrant)Date: November 9, 2009
    
    /s/ Marc J. Eisenberg

Marc J. Eisenberg,President and Chief Executive Officer(Principal Executive Officer)Date: November 9, 2009
    
    /s/ Robert G. Costantini

Robert G. Costantini,Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
  38




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description*
    10.1
    
    

Falcon
1e Commercial Launch Services Agreement, dated August 28, 2009
between the Company and Space Exploration Technologies Corporation.31.1
    
    
    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.
 *
    
    Portions of this exhibit have been omitted and filed separately with
the Office of the Secretary of the Securities and Exchange Commission
pursuant to a confidential treatment request.  39