##### 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, 2011
 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART I  Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Changes in EquityItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RisksItem 4. Disclosure Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 PART I  Financial Information
 
 Item 1.
    
    Condensed Consolidated Financial Statements (Unaudited):
 ORBCOMM Inc.
 
 Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,226
    
    
    $
    17,026Restricted cash
    
    
    1,000
    
    
    
    1,000Marketable securities
    
    
    61,055
    
    
    
    67,902Accounts receivable, net of allowances for
doubtful accounts of $630 and $557
    
    
    5,660
    
    
    
    4,536Inventories
    
    
    207
    
    
    
    172Prepaid expenses and other current assets
    
    
    1,709
    
    
    
    1,377Deferred income taxes
    
    
    117
    
    
    
    117Total current assets
    
    
    90,974
    
    
    
    92,130Satellite network and other equipment, net
    
    
    72,388
    
    
    
    71,684Intangible assets, net
    
    
    743
    
    
    
    1,114Restricted cash
    
    
    2,220
    
    
    
    3,030Other investment
    
    
    2,334
    
    
    
    2,278Deferred income taxes
    
    
    140
    
    
    
    141Other assets
    
    
    1,058
    
    
    
    1,092Total assets
    
    $
    169,857
    
    
    $
    171,469LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    2,508
    
    
    $
    2,143Accrued liabilities
    
    
    4,758
    
    
    
    6,043Current portion of deferred revenue
    
    
    1,946
    
    
    
    2,134Total current liabilities
    
    
    9,212
    
    
    
    10,320Note payable  related party
    
    
    1,540
    
    
    
    1,416Deferred revenue, net of current portion
    
    
    1,194
    
    
    
    1,239Other liabilities
    
    
    317
    
    
    
    375Total liabilities
    
    
    12,263
    
    
    
    13,350Commitments and contingenciesEquity:ORBCOMM Inc. stockholders equityCommon stock, par value $0.001; 250,000,000
shares authorized; 42,760,355 and
42,616,950 shares issued and outstanding
    
    
    43
    
    
    
    43Additional paid-in capital
    
    
    234,527
    
    
    
    234,125Accumulated other comprehensive income
    
    
    1,075
    
    
    
    1,126Accumulated deficit
    
    
    (77,315
    )
    
    
    (76,584
    )Total ORBCOMM Inc. stockholders equity
    
    
    158,330
    
    
    
    158,710Noncontrolling interests
    
    
    (736
    )
    
    
    (591
    )Total equity
    
    
    157,594
    
    
    
    158,119Total liabilities and equity
    
    $
    169,857
    
    
    $
    171,469
 See notes to condensed consolidated financial statements.
  2




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
 Three months endedMarch 31,2011
    
    
    2010Revenues:Service revenues
    
    $
    7,397
    
    
    $
    6,882Product sales
    
    
    486
    
    
    
    535Total revenues
    
    
    7,883
    
    
    
    7,417Costs and expenses(1):Costs of services
    
    
    3,463
    
    
    
    3,136Costs of product sales
    
    
    290
    
    
    
    323Selling, general and administrative
    
    
    4,421
    
    
    
    4,162Product development
    
    
    174
    
    
    
    164Acquisition-related costs
    
    
    257
    
    
    
    Total costs and expenses
    
    
    8,605
    
    
    
    7,785Loss from operations
    
    
    (722
    )
    
    
    (368
    )Other income (expense):Interest income
    
    
    54
    
    
    
    37Other income (expense)
    
    
    101
    
    
    
    (120
    )Interest expense
    
    
    (48
    )
    
    
    (48
    )Total other income (expense)
    
    
    107
    
    
    
    (131
    )Loss from continuing operations before income taxes
    
    
    (615
    )
    
    
    (499
    )Income taxes
    
    
    111
    
    
    
    Loss from continuing operations
    
    
    (726
    )
    
    
    (499
    )Loss from discontinued operations
    
    
    
    
    
    
    (91
    )Net loss
    
    
    (726
    )
    
    
    (590
    )Less: Net income attributable to the noncontrolling interests
    
    
    5
    
    
    
    145Net loss attributable to ORBCOMM Inc.
    
    $
    (731
    )
    
    $
    (735
    )Net loss attributable to ORBCOMM Inc.:Loss from continuing operations
    
    $
    (731
    )
    
    $
    (644
    )Loss from discontinued operations
    
    
    
    
    
    
    (91
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (731
    )
    
    $
    (735
    )Per share information-basic and diluted:Loss from continuing operations
    
    $
    (0.02
    )
    
    $
    (0.02
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.00
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (0.02
    )
    
    $
    (0.02
    )Weighted average common shares outstanding:Basic and diluted
    
    
    42,726
    
    
    
    42,559(1) Stock-based compensation included in costs and expenses:Costs of services
    
    $
    35
    
    
    $
    14Selling, general and administrative
    
    
    225
    
    
    
    416Product development
    
    
    3
    
    
    
    2$
    263
    
    
    $
    432
 See notes to condensed consolidated financial statements.
  3




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Three months endedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (726
    )
    
    $
    (590
    )Adjustments to reconcile net loss to net cash
used in operating activities:Change in allowance for doubtful accounts
    
    
    73
    
    
    
    (201
    )Depreciation and amortization
    
    
    1,157
    
    
    
    1,397Accretion on note payable-related party
    
    
    33
    
    
    
    33Stock-based compensation
    
    
    263
    
    
    
    432Foreign exchange (gains) losses
    
    
    (42
    )
    
    
    121Amortization of premium on marketable securities
    
    
    450
    
    
    
    131Common stock dividend received from other investment
    
    
    (56
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,195
    )
    
    
    (813
    )Inventories
    
    
    (38
    )
    
    
    (6
    )Prepaid expenses and other assets
    
    
    (25
    )
    
    
    (44
    )Accounts payable and accrued liabilities
    
    
    (209
    )
    
    
    (528
    )Deferred revenue
    
    
    (230
    )
    
    
    (262
    )Other liabilities
    
    
    (30
    )
    
    
    Net cash used in operating activities of continuing operations
    
    
    (575
    )
    
    
    (330
    )Net cash used in operating activities of discontinued operations
    
    
    
    
    
    
    (177
    )Net cash used in operating activities
    
    
    (575
    )
    
    
    (507
    )Cash flows from investing activities:Capital expenditures
    
    
    (2,121
    )
    
    
    (984
    )Purchases of marketable securities
    
    
    (23,848
    )
    
    
    (66,422
    )Proceeds from maturities of marketable securities
    
    
    30,245
    
    
    
    26,070Issuance of note receivable to Alanco
    
    
    (300
    )
    
    
    Change in restricted cash
    
    
    810
    
    
    
    Net cash provided by (used in) investing activities of continuing operations
    
    
    4,786
    
    
    
    (41,336
    )Net cash used in investing activities of discontinued operations
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    4,786
    
    
    
    (41,336
    )Cash flows from financing activities
    
    
    
    
    
    
    Effect of exchange rate changes on cash and cash equivalents
    
    
    (11
    )
    
    
    (13
    )Net increase (decrease) in cash and cash equivalents
    
    
    4,200
    
    
    
    (41,856
    )Cash and cash equivalents:Beginning of period
    
    
    17,026
    
    
    
    65,292End of period
    
    $
    21,226
    
    
    $
    23,436Supplemental cash flow disclosures:Noncash investing and financing activities:Capital expenditures incurred not yet paid
    
    $
    853
    
    
    $
    1,073Stock-based compensation included in capital expenditures
    
    $
    14
    
    
    $
    3Gateway and components recorded in inventory in prior years and used forconstruction under satellite network and other equipment in 2011
    
    $
    25
    
    
    $
    Common stock
issued as a form of payment for bonus
    
    $
    125
    
    
    $
    
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Changes in Equity
Three months ended March 31, 2011 and 2010
 (in thousands, except share data)
(Unaudited)
 AccumulatedAdditional
    
    
    otherCommon stock
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    Noncontrolling
    
    
    TotalShares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    deficit
    
    
    interests
    
    
    equityBalances, January 1, 2011
    
    
    42,616,950
    
    
    $
    43
    
    
    $
    234,125
    
    
    $
    1,126
    
    
    $
    (76,584
    )
    
    $
    (591
    )
    
    $
    158,119Vesting of restricted stock units
    
    
    109,290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    277
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    277Common stock issued for payment of bonus
    
    
    34,115
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (731
    )
    
    
    5
    
    
    
    (726
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    (150
    )
    
    
    (201
    )Balances, March 31, 2011
    
    
    42,760,355
    
    
    $
    43
    
    
    $
    234,527
    
    
    $
    1,075
    
    
    $
    (77,315
    )
    
    $
    (736
    )
    
    $
    157,594Balances, January 1, 2010
    
    
    42,455,531
    
    
    $
    42
    
    
    $
    230,512
    
    
    $
    76
    
    
    $
    (71,415
    )
    
    $
    1,703
    
    
    $
    160,918Vesting of restricted stock units
    
    
    107,420
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    435
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    435Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (735
    )
    
    
    145
    
    
    
    (590
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    (13
    )
    
    
    167Balances, March 31, 2010
    
    
    42,562,951
    
    
    $
    43
    
    
    $
    230,947
    
    
    $
    256
    
    
    $
    (72,150
    )
    
    $
    1,835
    
    
    $
    160,931
 See notes to condensed consolidated financial statements.
  5




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##### Table of Contents



1. Overview
  2. Basis of Presentation
         6




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##### Table of Contents



Fair Value of Financial instruments
 Fair Value Measurement Disclosures
  Marketable securities
  Concentration of credit risk
    Three Months endedMarch 31,2011
    
    
    2010Caterpillar Inc.
    
    
    24.4
    %
    
    
    13.2
    %Komatsu Ltd.
    
    
    18.6
    %
    
    
    11.9
    %Hitachi Construction Machinery Co., Ltd.
    
    
    11.7
    %
    
    
    13.8
    %Asset Intelligence
    
    
    10.2
    %
    
    
    11.6
    %
  7




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##### Table of Contents



March 31,
    
    
    December 31,2011
    
    
    2010Caterpillar Inc.
    
    
    34.9
    %
    
    
    19.9
    %Asset Intelligence
    
    
    16.4
    %
    
    
    20.3
    %
  Income taxes
     3. Discontinued Operations
   8




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##### Table of Contents



Revenues- Product sales
    
    $
    245Loss from discontinued operations
    
    $
    (91
    )
 4. Comprehensive Loss
  Three months endedMarch 31,2011
    
    
    2010Net loss
    
    $
    (726
    )
    
    $
    (590
    )Foreign currency translation adjustment
    
    
    (201
    )
    
    
    167Comprehensive loss
    
    
    (927
    )
    
    
    (423
    )Comprehensive income (loss) attributable to noncontrolling interests
    
    
    (145
    )
    
    
    132Comprehensive loss attributable to ORBCOMM Inc.
    
    $
    (782
    )
    
    $
    (555
    )
 5. Stock-based Compensation
   Three months endedMarch 31,2011
    
    
    2010Stock appreciation rights
    
    $
    209
    
    
    $
    312Restricted stock units
    
    
    54
    
    
    
    120Total
    
    $
    263
    
    
    $
    432
  Time-Based Stock Appreciation Rights
   9




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##### Table of Contents



Weighted-AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2011
    
    
    2,000,667
    
    
    $
    4.07Granted
    
    
    58,000
    
    
    
    2.88Forfeited or expired
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    2,058,667
    
    
    $
    4.04
    
    
    
    7.82
    
    
    $
    769Exercisable at March 31, 2011
    
    
    1,430,334
    
    
    $
    4.73
    
    
    
    7.30
    
    
    $
    255Vested and expected to vest
at March 31, 2011
    
    
    2,058,667
    
    
    $
    4.04
    
    
    
    7.82
    
    
    $
    769
  Performance-Based Stock Appreciation Rights
   Weighted- AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2011
    
    
    567,146
    
    
    $
    6.00Granted
    
    
    169,333
    
    
    
    3.56Forfeited or expired
    
    
    (89,013
    )
    
    
    2.45Outstanding at March 31, 2011
    
    
    647,466
    
    
    $
    5.85
    
    
    
    8.11
    
    
    $
    205Exercisable at March 31, 2011
    
    
    478,134
    
    
    $
    6.66
    
    
    
    7.48
    
    
    $
    197Vested and expected to vest at
March 31, 2011
    
    
    647,466
    
    
    $
    5.85
    
    
    
    8.11
    
    
    $
    205
    10




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##### Table of Contents



Three months endedMarch, 312011
    
    2010Risk-free interest rate
    
    2.14% to 2.34%
    
    2.27% and 2.65%Expected life (years)
    
    5.50 and 6.0
    
    5.50 and 6.0Estimated volatility factor
    
    83.67% to 84.86%
    
    85.95% and 83.67%Expected dividends
    
    None
    
    None
 Time-based Restricted Stock Units
   Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2011
    
    
    156,624
    
    
    $
    2.90Granted
    
    
    70,000
    
    
    
    3.00Vested
    
    
    (79,290
    )
    
    
    2.27Forfeited or expired
    
    
    
    
    
    
    Balance at March 31, 2011
    
    
    147,334
    
    
    $
    3.29
   2004 Stock Option Plan
  Weighted- AverageRemaining
    
    
    AggregateNumber of
    
    
    Weighted-Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2011
    
    
    757,828
    
    
    $
    2.97Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    757,828
    
    
    $
    2.97
    
    
    
    2.96
    
    
    $
    442Exercisable at March 31, 2011
    
    
    757,828
    
    
    $
    2.97
    
    
    
    2.96
    
    
    $
    442Vested and expected to vest at
March 31, 2011
    
    
    757,828
    
    
    $
    2.97
    
    
    
    2.96
    
    
    $
    442
  11




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6. Net Loss per Common Share
   Three months endedMarch 31,2011
    
    
    2010SARs
    
    
    2,706,133
    
    
    
    2,559,813RSUs
    
    
    147,334
    
    
    
    240,623Stock options
    
    
    757,828
    
    
    
    782,0793,611,295
    
    
    
    3,582,515
 7. Marketable Securities
  March 31, 2011
    
    
    December 31, 2010Gross
    
    
    Gross
    
    
    
    
    
    
    Gross
    
    
    GrossFair
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Gains
    
    
    Value
    
    
    Losses
    
    
    GainsU.S. government and agency
obligations
    
    $
    37,384
    
    
    $
    4
    
    
    $
    7
    
    
    $
    39,926
    
    
    $
    18
    
    
    $
    5Corporate obligations
    
    
    19,348
    
    
    
    8
    
    
    
    2
    
    
    
    24,108
    
    
    
    18
    
    
    
    3FDIC-insured certificates of deposit
    
    
    4,318
    
    
    
    2
    
    
    
    
    
    
    
    3,837
    
    
    
    3
    
    
    
    $
    61,050
    
    
    $
    14
    
    
    $
    9
    
    
    $
    67,871
    
    
    $
    39
    
    
    $
    8
   Cost method investment
   12




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##### Table of Contents



8. Satellite Network and Other Equipment
  Useful life
    
    
    March 31,
    
    
    December 31,(years)
    
    
    2011
    
    
    2010Land
    
    
    
    
    
    $
    381
    
    
    $
    381Satellite network
    
    
    1-10
    
    
    
    33,180
    
    
    
    32,560Capitalized software
    
    
    3-5
    
    
    
    1,704
    
    
    
    1,646Computer hardware
    
    
    5
    
    
    
    1,281
    
    
    
    1,247Other
    
    
    5-7
    
    
    
    1,337
    
    
    
    1,311Assets under construction
    
    
    
    
    
    
    63,126
    
    
    
    62,374101,009
    
    
    
    99,519Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (28,621
    )
    
    
    (27,835
    )$
    72,388
    
    
    $
    71,684
    13




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##### Table of Contents



9. Restricted Cash
     10. Intangible Assets
  March 31, 2011
    
    
    December 31, 2010Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (7,372
    )
    
    $
    743
    
    
    $
    8,115
    
    
    $
    (7,001
    )
    
    $
    1,114
  11. Accrued Liabilities
  March 31,
    
    
    December 31,2011
    
    
    2010Accrued compensation and benefits
    
    $
    1,395
    
    
    $
    2,151Accrued interest
    
    
    872
    
    
    
    857Deferred rent payable
    
    
    119
    
    
    
    112Other accrued expenses
    
    
    2,372
    
    
    
    2,923$
    4,758
    
    
    $
    6,043
  14




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##### Table of Contents



12. Deferred Revenues
  March 31,
    
    
    December 31,2011
    
    
    2010Service activation fees
    
    $
    2,161
    
    
    $
    2,277Prepaid services
    
    
    954
    
    
    
    1,067Manufacturing license fees
    
    
    25
    
    
    
    293,140
    
    
    
    3,373Less current portion
    
    
    (1,946
    )
    
    
    (2,134
    )Long-term portion
    
    $
    1,194
    
    
    $
    1,239
 13. Note Payable
  14. Stockholders Equity
   15. Geographic Information
  Three months endedMarch 31,2011
    
    
    2010United States
    
    
    82
    %
    
    
    79
    %Japan
    
    
    16
    %
    
    
    16
    %Other
    
    
    2
    %
    
    
    5
    %100
    %
    
    
    100
    %
  15




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##### Table of Contents



16. Commitments and Contingencies
 Procurement agreements in connection with next-generation satellites
      16




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##### Table of Contents



AIS Satellite Deployment and License Agreement
   17




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##### Table of Contents



Airtime credits
  Litigation
   18




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##### 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
     19




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##### Table of Contents



Cost Method Investment
   Critical Accounting Policies and Estimates
  EBITDA
    20




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##### Table of Contents



The following table reconciles our net loss to EBITDA for the periods shown:
 Three months endedMarch 31,2011
    
    
    2010Net loss attributable to ORBCOMM Inc.
    
    $
    (731
    )
    
    $
    (735
    )Income tax expense
    
    
    111
    
    
    
    Interest income
    
    
    (54
    )
    
    
    (37
    )Interest expense
    
    
    48
    
    
    
    48Depreciation and amortization
    
    
    1,157
    
    
    
    1,397EBITDA
    
    $
    531
    
    
    $
    673
  Results of Operations
 Revenues
    Three months ended March 31,2011
    
    
    2010% of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    TotalService revenues
    
    $
    7,397
    
    
    
    93.8
    %
    
    $
    6,882
    
    
    
    92.8
    %Product sales
    
    
    486
    
    
    
    6.2
    %
    
    
    535
    
    
    
    7.2
    %$
    7,883
    
    
    
    100.0
    %
    
    $
    7,417
    
    
    
    100.0
    %
   21




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##### Table of Contents



Service revenues
   Product sales
  Costs of services
   Costs of product sales
   Selling, general and administrative expenses
   Product development expenses
   Acquisition-related costs
   Other income (expense)
   Loss from continuing operations before income taxes
   22




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##### Table of Contents



Provision for Income taxes
   Loss from continuing operations
  Loss from discontinued operations
  Noncontrolling interests
  Net loss attributable to ORBCOMM Inc.
  Liquidity and Capital Resources
 Overview
  Operating activities
    Investing activities
    23




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##### Table of Contents



Financing activities
  Future Liquidity and Capital Resource Requirements
  Contractual Obligations
  Off-Balance Sheet Arrangements
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
  Three Monthsended March 31,2011
    
    
    2010Caterpillar Inc.
    
    
    24.4
    %
    
    
    13.2
    %Komatsu Ltd.
    
    
    18.6
    %
    
    
    11.9
    %Hitachi Construction Machinery Co., Ltd.
    
    
    11.7
    %
    
    
    13.8
    %Asset Intelligence
    
    
    10.2
    %
    
    
    11.6
    %
 
 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
   24




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##### Table of Contents



Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
 10.1
    
    
    Asset Purchase Agreement, dated as of February 23, 2011, by and among the Company,
Alanco Technologies, Inc. and StarTrak Systems, LLC, filed as Exhibit 4 to the
Companys Schedule 13D/A filed on February 28, 2011, is incorporated herein by reference.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 10, 2011
    
    /s/ Marc J. Eisenberg

Marc J. Eisenberg,President and Chief Executive Officer(Principal Executive Officer)Date: May 10, 2011
    
    /s/ Robert G. CostantiniRobert G. Costantini,Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
 
 EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    
    Asset Purchase Agreement, dated as of February 23, 2011, by and among the Company,
Alanco Technologies, Inc. and StarTrak Systems, LLC, filed as Exhibit 4 to the
Companys Schedule 13D/A filed on February 28, 2011, is incorporated herein by reference.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.
  25