##### 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 June 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
    
    (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 oDo 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
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    28Item 4. Controls and Procedures
    
    
    28Part II  Other InformationItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29Signatures
    
    
    30Exhibit Index
    
    
    31Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 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)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    62,934
    
    
    $
    75,370Restricted cash
    
    
    3,000
    
    
    
    2,000Accounts receivable, net of allowances for
doubtful accounts of $572 and $101
    
    
    3,580
    
    
    
    3,412Inventories
    
    
    116
    
    
    
    158Prepaid expenses and other current assets
    
    
    3,339
    
    
    
    4,140Current assets held for sale
    
    
    1,237
    
    
    
    1,621Total current assets
    
    
    74,206
    
    
    
    86,701Satellite network and other equipment, net
    
    
    92,505
    
    
    
    92,772Intangible assets, net
    
    
    3,343
    
    
    
    4,086Restricted cash
    
    
    2,680
    
    
    
    3,680Other assets
    
    
    1,321
    
    
    
    1,484Long term assets held for sale
    
    
    2,496
    
    
    
    2,644Total assets
    
    $
    176,551
    
    
    $
    191,367LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    2,876
    
    
    $
    8,428Accrued liabilities
    
    
    7,157
    
    
    
    7,168Current portion of deferred revenue
    
    
    3,731
    
    
    
    3,543Current liabilities related to assets held for sale
    
    
    396
    
    
    
    326Total current liabilities
    
    
    14,160
    
    
    
    19,465Note payable  related party
    
    
    1,299
    
    
    
    1,244Deferred revenue, net of current portion
    
    
    7,223
    
    
    
    7,607Total liabilities
    
    
    22,682
    
    
    
    28,316Commitments and contingenciesEquity:ORBCOMM
Inc. stockholders equity:Common stock, par value $0.001; 250,000,000
shares authorized; 42,423,373 and
42,101,834 shares issued and outstanding
    
    
    42
    
    
    
    42Additional paid-in capital
    
    
    229,800
    
    
    
    229,001Accumulated
other comprehensive (loss) income
    
    
    (83
    )
    
    
    381Accumulated deficit
    
    
    (77,473
    )
    
    
    (67,976
    )Total ORBCOMM Inc. stockholders equity
    
    
    152,286
    
    
    
    161,448Noncontrolling interests in ORBCOMM Japan
    
    
    1,583
    
    
    
    1,603Total equity
    
    
    153,869
    
    
    
    163,051Total liabilities and equity
    
    $
    176,551
    
    
    $
    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
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Service revenues
    
    $
    6,720
    
    
    $
    5,757
    
    
    $
    13,342
    
    
    $
    10,612Product sales
    
    
    50
    
    
    
    1,117
    
    
    
    155
    
    
    
    1,107Total revenues
    
    
    6,770
    
    
    
    6,874
    
    
    
    13,497
    
    
    
    11,719Costs and expenses(1):Costs of services
    
    
    3,292
    
    
    
    2,128
    
    
    
    6,513
    
    
    
    4,162Costs of product sales
    
    
    36
    
    
    
    568
    
    
    
    96
    
    
    
    589Selling, general and administrative
    
    
    4,398
    
    
    
    5,169
    
    
    
    9,201
    
    
    
    9,595Product development
    
    
    152
    
    
    
    150
    
    
    
    341
    
    
    
    271Gain on customer claims settlements
    
    
    
    
    
    
    (367
    )
    
    
    
    
    
    
    (1,243
    )Impairment charge-satellite network
    
    
    
    
    
    
    
    
    
    
    7,045
    
    
    
    Total costs and expenses
    
    
    7,878
    
    
    
    7,648
    
    
    
    23,196
    
    
    
    13,374Loss from operations
    
    
    (1,108
    )
    
    
    (774
    )
    
    
    (9,699
    )
    
    
    (1,655
    )Other income (expense):Interest income
    
    
    23
    
    
    
    356
    
    
    
    64
    
    
    
    1,122Other income
    
    
    388
    
    
    
    12
    
    
    
    339
    
    
    
    23Interest expense
    
    
    (48
    )
    
    
    (48
    )
    
    
    (96
    )
    
    
    (98
    )Total other income
    
    
    363
    
    
    
    320
    
    
    
    307
    
    
    
    1,047Loss from continuing operations before pre-control
earnings of consolidated subsidiary
    
    
    (745
    )
    
    
    (454
    )
    
    
    (9,392
    )
    
    
    (608
    )Less: Pre-control earnings of consolidated subsidiary
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    128Loss from continuing operations
    
    
    (745
    )
    
    
    (582
    )
    
    
    (9,392
    )
    
    
    (736
    )Income (loss) from discontinued operations
    
    
    412
    
    
    
    (356
    )
    
    
    (40
    )
    
    
    (736
    )Net loss
    
    
    (333
    )
    
    
    (938
    )
    
    
    (9,432
    )
    
    
    (1,472
    )Less: Net income attributable to the noncontrolling interests
    
    
    29
    
    
    
    41
    
    
    
    65
    
    
    
    41Net loss attributable to ORBCOMM Inc.
    
    $
    (362
    )
    
    $
    (979
    )
    
    $
    (9,497
    )
    
    $
    (1,513
    )Net loss attributable to ORBCOMM Inc.:Loss from continuing operations
    
    $
    (774
    )
    
    $
    (623
    )
    
    $
    (9,457
    )
    
    $
    (777
    )Income (loss) from discontinued operations
    
    
    412
    
    
    
    (356
    )
    
    
    (40
    )
    
    
    (736
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (362
    )
    
    $
    (979
    )
    
    $
    (9,497
    )
    
    $
    (1,513
    )Per share information-basic and diluted:Loss from continuing operations
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    (0.22
    )
    
    $
    (0.02
    )Income (loss) from discontinued operations
    
    
    0.01
    
    
    
    (0.01
    )
    
    
    (0.00
    )
    
    
    (0.02
    )Net loss attributable to ORBCOMM Inc.
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    (0.22
    )
    
    $
    (0.04
    )Weighted average common shares outstanding:Basic and diluted
    
    
    42,407
    
    
    
    41,961
    
    
    
    42,358
    
    
    
    41,882(1) Stock-based compensation included in costs and expenses:Costs of services
    
    $
    14
    
    
    $
    1
    
    
    $
    34
    
    
    $
    49Selling, general and administrative
    
    
    330
    
    
    
    978
    
    
    
    757
    
    
    
    1,705Product development
    
    
    
    
    
    
    15
    
    
    
    8
    
    
    
    30$
    344
    
    
    $
    994
    
    
    $
    799
    
    
    $
    1,784
 See notes to condensed consolidated financial statements.
  4




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##### Table of Contents



ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (Unaudited)
 Six months endedJune 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (9,432
    )
    
    $
    (1,472
    )Adjustments
to reconcile net loss to net cash
provided by operating activities:Change in allowance for doubtful accounts
    
    
    452
    
    
    
    (159
    )Depreciation and amortization
    
    
    2,580
    
    
    
    1,286Accretion on note payable  related party
    
    
    66
    
    
    
    66Stock-based compensation
    
    
    799
    
    
    
    1,784Foreign exchange gains
    
    
    (337
    )
    
    
    (18
    )Non-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
    
    
    7,045
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (513
    )
    
    
    255Inventories
    
    
    35
    
    
    
    222Prepaid expenses and other assets
    
    
    886
    
    
    
    847Accounts payable and accrued liabilities
    
    
    (6
    )
    
    
    407Deferred revenue
    
    
    (188
    )
    
    
    1,052Net cash provided by operating activities of continuing operations
    
    
    1,387
    
    
    
    3,191Net cash provided by (used in) operating activities of discontinued operations
    
    
    605
    
    
    
    (205
    )Net cash provided by operating activities
    
    
    1,992
    
    
    
    2,986Cash flows from investing activities:Capital expenditures
    
    
    (14,051
    )
    
    
    (14,193
    )Change in restricted cash
    
    
    
    
    
    
    (5,680
    )Cash from the step acquisition of subsidiary
    
    
    
    
    
    
    366Net cash used in investing activities of continuing operations
    
    
    (14,051
    )
    
    
    (19,507
    )Net cash used in investing activities of discontinued operations
    
    
    (3
    )
    
    
    (237
    )Net cash used in investing activities
    
    
    (14,054
    )
    
    
    (19,744
    )Cash flows from financing activities:Proceeds from exercise of warrants and options
    
    
    
    
    
    
    252Payment of offering costs in connection with secondary public offering
    
    
    
    
    
    
    (40
    )Net cash provided by financing activities from continuing operations
    
    
    
    
    
    
    212Net cash provided by financing activities from discontinued operations
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    212Effect of exchange rate changes on cash and cash equivalents
    
    
    (374
    )
    
    
    (79
    )Net decrease in cash and cash equivalents
    
    
    (12,436
    )
    
    
    (16,625
    )Cash and cash equivalents:Beginning of period
    
    
    75,370
    
    
    
    115,587End of period
    
    $
    62,934
    
    
    $
    98,962Supplemental cash flow disclosures:Non cash investing activities Capital expenditures incurred not yet paid
    
    $
    1,126
    
    
    $
    6,906Stock-based compensation included in capital expenditures
    
    $
    
    
    
    $
    21Net assets from step acquisition of subsidiary
    
    $
    
    
    
    $
    1,363Asset basis adjustment due to expiration of gateway purchase option
    
    $
    
    
    
    $
    161
 See notes to condensed consolidated financial statements.
  5




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##### Table of Contents



ORBCOMM Inc.
 
 Condensed Consolidated Statements of Equity
 Six months ended June 30, 2009 and 2008
 (in thousands, except
share data)
(Unaudited)
 Accumulated
    
    
    
    
    
    
    NoncontrollingAdditional
    
    
    other
    
    
    
    
    
    
    interestsCommon stock
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    in ORBCOMM
    
    
    TotalShares
    
    
    Amount
    
    
    capital
    
    
    (loss) income
    
    
    deficit
    
    
    Japan
    
    
    equityBalances, January 1, 2009
    
    
    42,101,834
    
    
    $
    42
    
    
    $
    229,001
    
    
    $
    381
    
    
    $
    (67,976
    )
    
    $
    1,603
    
    
    $
    163,051Vesting of restricted stock units
    
    
    321,539
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    799
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    799Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,497
    )
    
    
    65
    
    
    
    (9,432
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (464
    )
    
    
    
    
    
    
    (85
    )
    
    
    (549
    )Balances, June 30, 2009
    
    
    42,423,373
    
    
    $
    42
    
    
    $
    229,800
    
    
    $
    (83
    )
    
    $
    (77,473
    )
    
    $
    1,583
    
    
    $
    153,869Balances, January 1, 2008
    
    
    41,658,066
    
    
    $
    42
    
    
    $
    224,899
    
    
    $
    (656
    )
    
    $
    (63,436
    )
    
    $
    
    
    
    $
    160,849Exercise of warrants and options
    
    
    144,692
    
    
    
    
    
    
    
    252
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    252Vesting of restricted stock units
    
    
    253,487
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,846
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,846Non-controlling
interest of acquired subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    789
    
    
    
    789Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,513
    )
    
    
    169
    
    
    
    (1,344
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151
    )
    
    
    
    
    
    
    
    
    
    
    (151
    )Balances, June 30, 2008
    
    
    42,056,245
    
    
    $
    42
    
    
    $
    226,997
    
    
    $
    (807
    )
    
    $
    (64,949
    )
    
    $
    958
    
    
    $
    162,241
 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
    Noncontrolling Interests in
Consolidated Financial Statements, an amendment to ARB No. 51
    Fair
Value of Financial instruments
  Concentration
of Credit Risk
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008General Electric Company
    
    
    16.4
    %
    
    
    17.1
    %
    
    
    16.7
    %
    
    
    20.8
    %Caterpillar Inc.
    
    
    16.7
    %
    
    
    11.1
    %
    
    
    16.1
    %
    
    
    11.6
    %Komatsu Ltd.,
    
    
    11.2
    %
    
    
    
    
    
    
    11.0
    %
    
    
    Hitachi Construction Machinery Co., Ltd.,
    
    
    
    
    
    
    19.1
    %
    
    
    
    
    
    
    12.9
    %
  June 30,
    
    
    December 31,2009
    
    
    2008General Electric Company
    
    
    11.8
    %
    
    
    16.2
    %Caterpillar Inc.
    
    
    16.5
    %
    
    
    Komatsu Ltd.,
    
    
    
    
    
    
    Hitachi Construction Machinery Co., Ltd.,
    
    
    
    
    
    
    16.6
    %
  7




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##### Table of Contents



Inventories
   Income taxes
    Accounting Pronouncements
 Business Combinations Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination that arise from Contingencies,
 Fair Value Measurements
 Interim Disclosures about Fair Value
of Financial Instruments Disclosures about Fair Value of
Financial Instruments
 Subsequent
Events
  8




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##### Table of Contents



Amendments to FASB Interpretation No. 46(R) Consolidation of
Variable Interest Entities
 3. Discontinued Operations
      Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues  Product sales
    
    $
    375
    
    
    $
    850
    
    
    $
    1,009
    
    
    $
    1,884Income (loss) from
discontinued
operations
    
    $
    412
    
    
    $
    (356
    )
    
    $
    (40
    )
    
    $
    (736
    )
  June 30,
    
    
    December 31,2009
    
    
    2008Accounts receivable, net
    
    $
    197
    
    
    $
    338Inventories, current
    
    
    1,010
    
    
    
    1,263Total current assets
    
    
    1,237
    
    
    
    1,621Other equipment, net
    
    
    502
    
    
    
    518Inventories,
long term
    
    
    1,994
    
    
    
    2,126Current liabilities
    
    
    396
    
    
    
    326
   9




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##### Table of Contents



4. ORBCOMM Japan
      Consolidated Financial Statements ).
 5. Comprehensive Loss
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (333
    )
    
    $
    (938
    )
    
    $
    (9,432
    )
    
    $
    (1,472
    )Foreign currency translation adjustment
    
    
    (411
    )
    
    
    (96
    )
    
    
    (549
    )
    
    
    (151
    )Comprehensive loss
    
    
    (744
    )
    
    
    (1,034
    )
    
    
    (9,981
    )
    
    
    (1,623
    )Comprehensive
income (loss) attributable to noncontrolling interests
    
    
    28
    
    
    
    
    
    
    
    (85
    )
    
    
    Comprehensive loss attributable to ORBCOMM Inc.
    
    $
    (772
    )
    
    $
    (1,034
    )
    
    $
    (9,896
    )
    
    $
    (1,623
    )
 6. Stock-based Compensation
   10




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##### Table of Contents



Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Stock options
    
    $
    
    
    
    $
    24
    
    
    $
    24
    
    
    $
    48Restricted stock units
    
    
    118
    
    
    
    698
    
    
    
    299
    
    
    
    1,375Stock appreciation
rights
    
    
    226
    
    
    
    272
    
    
    
    476
    
    
    
    361Total
    
    $
    344
    
    
    $
    994
    
    
    $
    799
    
    
    $
    1,784
  Time-Based Restricted Stock Units
   Weighted-Average GrantShares
    
    
    Date Fair ValueBalance at January 1, 2009
    
    
    342,184
    
    
    $
    8.21Granted
    
    
    77,420
    
    
    
    1.55Vested
    
    
    (189,606
    )
    
    
    10.40Forfeited or expired
    
    
    
    
    
    
    Balance at June 30, 2009
    
    
    229,998
    
    
    $
    4.16
   Performance-Based Restricted Stock Units
  Weighted-AverageShares
    
    
    Grant Date Fair ValueBalance at January 1, 2009
    
    
    131,129
    
    
    $
    4.85Granted
    
    
    
    
    
    
    Vested
    
    
    (90,329
    )
    
    
    4.81Forfeited or expired
    
    
    (38,387
    )
    
    
    4.81Balance at June 30, 2009
    
    
    2,413
    
    
    $
    6.98
  Time-Based Stock Appreciation Rights
   11




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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, 2009
    
    
    1,141,667
    
    
    $
    5.31Granted
    
    
    25,000
    
    
    
    1.70Forfeited or expired
    
    
    
    
    
    
    Outstanding at June 30, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.68
    
    
    $
    2Exercisable at June 30, 2009
    
    
    351,667
    
    
    $
    6.11
    
    
    
    8.47
    
    
    $
    Vested and expected to vest at
June 30, 2009
    
    
    1,166,667
    
    
    $
    5.23
    
    
    
    8.68
    
    
    $
    2
  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 June 30, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.95
    
    
    $
    Exercisable at June 30, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.95
    
    
    $
    Vested and expected to vest
at June 30, 2009
    
    
    250,146
    
    
    $
    10.52
    
    
    
    7.95
    
    
    $
    
   Six months endedJune 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
  12




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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 June 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.67
    
    
    $
    Exercisable at June 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.67
    
    
    $
    Vested and expected to vest at
June 30, 2009
    
    
    782,079
    
    
    $
    2.98
    
    
    
    4.67
    
    
    $
    
 7. Net Loss per Common Share
   Six months endedJune 30,2009
    
    
    2008Common stock warrants
    
    
    56,724
    
    
    
    322,560Stock options
    
    
    782,079
    
    
    
    785,790RSUs
    
    
    232,411
    
    
    
    433,365SARs
    
    
    1,416,813
    
    
    
    1,403,5662,488,027
    
    
    
    2,945,281
 8. Satellite Network and Other Equipment
  Useful life
    
    
    June 30,
    
    
    December 31,(years)
    
    
    2009
    
    
    2008Land
    
    
    
    
    
    $
    381
    
    
    $
    381Satellite network
    
    310
    
    
    
    22,351
    
    
    
    21,290Capitalized software
    
    35
    
    
    
    1,217
    
    
    
    1,112Computer hardware
    
    5
    
    
    
    1,090
    
    
    
    1,069Other
    
    57
    
    
    
    1,028
    
    
    
    881Assets under construction
    
    
    
    
    
    
    77,236
    
    
    
    76,999103,303
    
    
    
    101,732Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (10,798
    )
    
    
    (8,960
    )$
    92,505
    
    
    $
    92,772
    13




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##### Table of Contents



9. Restricted Cash
   14




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##### Table of Contents



10. Intangible Assets
  June 30, 2009
    
    
    December 31, 2008Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (4,772
    )
    
    $
    3,343
    
    
    $
    8,115
    
    
    $
    (4,029
    )
    
    $
    4,086
   Years ending December 31,Remainder of 2009
    
    $
    7432010
    
    
    1,4862011
    
    
    1,114$
    3,343
 11. Accrued Liabilities
  June 30,
    
    
    December 31,2009
    
    
    2008Litigation settlement (See Note 16)
    
    $
    2,450
    
    
    $
    2,450Accrued compensation and benefits
    
    
    1,316
    
    
    
    2,200Accrued interest
    
    
    766
    
    
    
    736Accrued professional services
    
    
    355
    
    
    
    229Deferred
rent payable
    
    
    837
    
    
    
    166Other accrued expenses
    
    
    1,433
    
    
    
    1,387$
    7,157
    
    
    $
    7,168
 12. Deferred Revenues
  June 30,
    
    
    December 31,2009
    
    
    2008Professional services
    
    $
    6,833
    
    
    $
    7,043Service activation fees
    
    
    3,017
    
    
    
    3,032Manufacturing license fees
    
    
    52
    
    
    
    59Prepaid services
    
    
    1,052
    
    
    
    1,01610,954
    
    
    
    11,150Less current portion
    
    
    (3,731
    )
    
    
    (3,543
    )Long-term portion
    
    $
    7,223
    
    
    $
    7,607
   15




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##### Table of Contents



13. Note Payable
  
 14. Stockholders Equity
   SharesEmployee stock compensation plans
    
    
    4,545,564Warrants to purchase common stock
    
    
    56,7244,602,288
 15. Geographic Information
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    
    87
    %
    
    
    73
    %
    
    
    86
    %
    
    
    80
    %Japan
    
    
    10
    %
    
    
    23
    %
    
    
    10
    %
    
    
    15
    %Other
    
    
    3
    %
    
    
    4
    %
    
    
    4
    %
    
    
    5
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 16. Commitments and Contingencies
 Procurement agreements in connection with quick-launch satellites
     16




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Procurement agreements in connection with U.S. Coast Guard contract
  Procurement agreement in connection with next-generation satellites
     Airtime credits
  Purchase commitment
   17




---



##### Table of Contents



Litigation
  Class Action Litigation
  17. Services Agreement with GE
    18




---



##### 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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20




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ORBCOMM Japan
    21




---



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Discontinued Operations
     GE
    22




---



##### Table of Contents



Critical Accounting Policies
  EBITDA
   The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
attributable to ORBCOMM Inc.
    
    $
    (362
    )
    
    $
    (979
    )
    
    $
    (9,497
    )
    
    $
    (1,513
    )Interest income
    
    
    (23
    )
    
    
    (356
    )
    
    
    (64
    )
    
    
    (1,122
    )Interest expense
    
    
    48
    
    
    
    48
    
    
    
    96
    
    
    
    98Depreciation and
amortization
    
    
    1,297
    
    
    
    663
    
    
    
    2,598
    
    
    
    1,311EBITDA
    
    $
    960
    
    
    $
    (624
    )
    
    $
    (6,867
    )
    
    $
    (1,226
    )
     23




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##### Table of Contents



Results of Operations
 Revenues
   Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    TotalService revenues
    
    $
    6,720
    
    
    
    99.3
    %
    
    $
    5,757
    
    
    
    83.8
    %
    
    $
    13,342
    
    
    
    98.9
    %
    
    $
    10,612
    
    
    
    90.6
    %Product sales
    
    
    50
    
    
    
    0.7
    %
    
    
    1,117
    
    
    
    16.2
    %
    
    
    155
    
    
    
    1.1
    %
    
    
    1,107
    
    
    
    9.4
    %$
    6,770
    
    
    
    100.0
    %
    
    $
    6,874
    
    
    
    100.0
    %
    
    $
    13,497
    
    
    
    100.0
    %
    
    $
    11,719
    
    
    
    100.0
    %
   Service revenues
      24




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##### Table of Contents



Product sales
     Costs of services
    Costs of product sales
     Selling, general and administrative expenses
     25




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##### Table of Contents



Product development expenses
    Gain on customer claims settlements
   Impairment Charge  Satellite Network
  Other income (expense)
    Pre-control earnings in subsidiary
   Loss from continuing operations
   Income (loss) from discontinued operations
     26




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##### Table of Contents



Noncontrolling interests
  Net loss attributable to ORBCOMM Inc.
   Liquidity and Capital Resources
 Overview
  Operating activities
     Investing activities
     27




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##### Table of Contents



Financing activities
   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
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008General Electric Company
    
    
    16.4
    %
    
    
    17.1
    %
    
    
    16.7
    %
    
    
    20.8
    %Caterpillar Inc.
    
    
    16.7
    %
    
    
    11.1
    %
    
    
    16.1
    %
    
    
    11.6
    %Komatsu Ltd.,
    
    
    11.2
    %
    
    
    
    
    
    
    11.0
    %
    
    
    Hitachi Construction
Machinery Co., Ltd.,
    
    
    
    
    
    
    19.1
    %
    
    
    
    
    
    
    12.9
    %
 
 Item 4. Disclosure Controls and Procedures
 Evaluation of the Companys disclosure controls and procedures.
 Internal Control over Financial Reporting.
  28




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##### Table of Contents



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
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal 1
 Votes For
    
    
    Votes WitheldJerome B. Eisenberg
    
    
    30,028,929
    
    
    
    584,932Marco Fuchs
    
    
    30,039,996
    
    
    
    573,865
 Proposal 2
 For
    
    Against
    
    Abstain31,277,854
    
    70,465
    
    22,256
 Proposal 3
 For
    
    Against
    
    Abstain13,361,970
    
    17,236,782
    
    82,675
 
 Item 5.
Other Information  Material Impairments
      
 Item 6. Exhibits
 *10.1
    
    
    Termination
agreement dated April 3, 2009 between Stellar Satellite
Communications Ltd. and GE Asset Intelligence, LLC.*10.2
    
    
    Services
agreement dated April 3, 2009 between ORBCOMM LLC and GE Asset Intelligence, LLC.10.3
    
    

Settlement
agreement dated April 3, 2009 among ORBCOMM Inc., ORBCOMM LLC
and Stellar Satellite Communication Ltd. and GE Asset Intelligence
LLC.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.
  29




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##### Table of Contents



SIGNATURES
  ORBCOMM Inc.(Registrant)Date: August 10, 2009
    
    /s/ Marc J. Eisenberg

Marc J. Eisenberg,President and Chief Executive Officer(Principal Executive Officer)Date: August 10, 2009
    
    /s/ Robert G. Costantini

Robert G. Costantini,Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
  30




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description*10.1
    
    
    Termination
agreement dated April 3, 2009 between Stellar Satellite
Communications Ltd. and GE Asset Intelligence, LLC.*10.2
    
    
    Services
agreement dated April 3, 2009 between ORBCOMM LLC and GE Asset Intelligence, LLC.10.3
    
    

Settlement
agreement dated April 3, 2009 among ORBCOMM Inc., ORBCOMM LLC
and Stellar Satellite Communication Ltd. and GE Asset Intelligence
LLC.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.
  31