Stockholders' Equity | Stockholders’ Equity General Our authorized capital stock consists of 75 million shares of common stock, par value $0.0001 per share, and 25 million shares of preferred stock, par value $0.0001 per share. At December 31, 2015 and 2014, we had no stock options outstanding. At December 31, 2015 and 2014, there were 20,886,261 and 21,978,762 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. Cash Dividends to Stockholders — The following table details information on our cash dividends for each of the three years ended December 31, 2015. Cash dividends paid as disclosed in the statements of cash flows for the years ended December 31, 2015, 2014 and 2013 included previously declared cash dividends on vested RSUs issued to eligible employees under the 2009 Long-Term Incentive Plan ("LTIP"), 2011 LTIP and on shares of vested restricted stock issued to non-executive members of our Board of Directors. Cash dividends on the RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited RSUs and restricted stock are also forfeited. Year Declaration Date Record Date Payment Date Per Share Amount Total Payment (1) (Dollars in thousands) 2013 March 4 March 15 March 29 0.125 April 26 1,513 (1) May 9 May 20 June 25 0.125 August 1 August 19 September 10 0.125 November 5 November 20 December 10 0.125 Total 0.500 12,312 2014 March 5 March 18 March 28 0.125 April 30 May 22 June 25 0.125 July 30 August 19 September 10 0.125 October 29 November 18 December 10 0.125 Total 0.500 10,826 2015 March 4 March 18 March 30 $ 0.125 643 (2) April 29 May 22 June 25 0.125 July 29 August 19 September 10 0.125 October 28 November 18 December 10 0.250 Total 0.625 13,976 Total $ 1.625 $ 37,114 (1) The payment reflects the accumulated cash dividends earned on vested RSUs associated with the 2009 LTIP. (2) The payment reflects the accumulated cash dividends earned on vested RSUs associated with the 2011 LTIP. On February 24, 2016 , our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock, with a record date of March 18, 2016, and a payment date of March 30, 2016. This cash dividend of approximately $2.6 million will be paid from available cash on hand. Common Stock Repurchase Program — On July 31, 2008, our Board of Directors approved a program to repurchase up to $50.0 million of our common stock in the open market during the twelve-month period commencing on or about August 5, 2008. As discussed below, this program has been extended at various times, most recently through December 31, 2016, with a repurchase authority of $10.0 million as of January 4, 2016. We use available cash on hand and net cash provided by operating activities to fund the common stock repurchase program. This repurchase authority allows us, at management’s discretion, to selectively repurchase shares of our common stock from time to time in the open market depending upon market price and other factors. For the year ended December 31, 2015, we purchased 897,177 shares of our common stock under the repurchase program for approximately $15.0 million (excluding commissions). From the inception of the program in August 2008 through December 31, 2015, we have repurchased a total of 7,429,453 shares of our common stock for approximately $79.0 million (excluding commissions). Repurchased shares of our common stock were accounted for as a reduction to common stock and additional paid-in-capital in the period in which the repurchase occurred. All repurchased shares of common stock are returned to the status of authorized, but unissued, shares of the Company. Common stock purchased in 2015, 2014 and 2013 (including the purchase of common stock for tax withholdings) was as follows: For the Three Months Ended Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs (2) (Dollars in thousands) 2013 March 31, — $ — — $ 16,964 June 30, 108,459 (3) 12.92 — 16,964 September 30, — — — 16,964 December 31, — — — 16,964 Total for 2013 108,459 $ 12.92 — 2014 March 31, — $ — — $ 15,000 June 30, — — — 15,000 September 30, — — — 15,000 December 31, 263,772 16.36 263,772 10,685 Total for 2014 263,772 $ 16.36 263,772 2015 March 31, 247,797 (4) $ 17.31 27,467 $ 14,536 June 30, 177,330 16.93 177,330 11,531 September 30, 502,942 16.52 502,942 3,224 December 31, 189,438 16.87 189,438 — Total for 2015 1,117,507 $ 16.82 897,177 Total 1,489,738 $ 16.46 1,160,949 (1) Average price paid per share excludes commissions. (2) On July 31, 2008, our Board of Directors approved a program to repurchase up to $50.0 million of our common stock in the open market during the twelve month period commencing on or about August 5, 2008. Our Board of Directors approved a supplement effective March 3, 2009 which reset the repurchase authority to $25.0 million as of January 1, 2009 and extended the purchase period through December 31, 2009. On November 30, 2009, our Board of Directors approved a further extension of the purchase period from December 31, 2009 to March 31, 2010. On March 3, 2010, our Board of Directors approved a supplement to the program to repurchase our common stock in the open market effective March 3, 2010 which reset the repurchase authority to $25.0 million as of January 1, 2010 and extended the purchase period through December 31, 2010. On December 6, 2010, our Board of Directors approved another supplement effective January 3, 2011 which reset the repurchase authority to $25.0 million as of January 3, 2011 and extended the purchase period through December 31, 2011. During the first quarter of 2011, our Board of Directors temporarily suspended the program. On July 24, 2012, our Board of Directors approved an additional supplement to the common stock repurchase program effective August 1, 2012 which reset the repurchase authority to $25.0 million as of August 1, 2012 and extended the purchase period through December 31, 2013. On December 19, 2013, our Board of Directors approved a further extension of the purchase period from December 31, 2013 to December 31, 2014 and reset the repurchase authority to $15.0 million as of January 1, 2014. On October 29, 2014, our Board of Directors approved a further extension of the purchase period from December 31, 2014 to December 31, 2015 and reset the repurchase authority to $ 15.0 million as of January 1, 2015. On October 28, 2015, the Board of Directors extended the common stock repurchase program through December 31, 2016. In extending the common stock repurchase plan the Board of Directors reset the purchase authority of $10.0 million with the repurchase authority to begin the earlier of January 4, 2016 or the completion of the existing common stock repurchase program. (3) On April 23, 2013, we purchased a total of 108,459 shares of common stock from our Chief Executive Officer ("CEO") and other eligible employees at a price of $12.92 per share in payment of required tax withholdings for the common stock awarded under the 2012 STIP and the 2009 Long-Term Incentive Plan ("LTIP"). (4) On March 6, 2015, we purchased a total of 220,330 shares of common stock from our CEO and other eligible employees at a price of $17.36 per share in payment of required tax withholdings for the common stock awarded under the 2011 LTIP. Additional Paid-in Capital — Additional paid-in capital was $110.4 million and $126.7 million at December 31, 2015 and 2014, respectively. The decrease of $16.3 million in 2015 is primarily due to the repurchase of common shares during the period. Net Income per Common Share — Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the "treasury stock" method. The components of basic and diluted net income per common share were as follows for the periods stated: For the Year Ended December 31, 2015 2014 2013 (Dollars in thousands, except share and per share amounts) Net income $ 84,235 $ 20,745 $ 27,530 Weighted average shares of common stock outstanding 21,120,268 21,621,466 21,648,654 Dilutive effect of restricted stock and RSUs 66,482 469,304 361,869 Weighted average shares of common stock and common stock equivalents 21,186,750 22,090,770 22,010,523 Net income per common share Basic $ 3.99 $ 0.96 $ 1.27 Diluted $ 3.98 $ 0.94 $ 1.25 Spōk Holdings, Inc. Equity Incentive Award Plan We established the Spōk Holdings, Inc. Equity Incentive Award Plan (the “2004 Equity Plan”) in connection with and prior to the November 2004 establishment of the Company. Under the 2004 Equity Plan, we had the ability to issue up to 1,878,976 shares of our common stock to eligible employees and non-executive members of the Board of Directors in the form of shares of common stock, stock options, restricted stock, RSUs or stock grants. Restricted stock granted under the 2004 Equity Plan entitled the stockholder to all rights of common stock ownership except that the restricted stock could not be sold, transferred, exchanged, or otherwise disposed of during the restriction period, which was to be determined by the Compensation Committee of the Board of Directors. RSUs are generally convertible into shares of common stock pursuant to a Restricted Stock Unit Agreement when the appropriate vesting conditions have been satisfied. The fair value of each RSU is the market price of our common stock on the date of grant. On March 23, 2012, our Board of Directors adopted the Spōk Holdings, Inc. 2012 Equity Incentive Award Plan (the “2012 Equity Plan”) that was subsequently approved by our stockholders on May 16, 2012. A total of 1,300,000 shares of common stock have been reserved for issuance under this plan. The 2012 Equity Plan is intended to replace the 2004 Equity Plan. As of May 16, 2012, 894,986 shares available under the 2004 Equity Plan were available for grant under the 2012 Equity Plan. No further grants will be made under the 2004 Equity Plan. However, the 2004 Equity Plan continued to govern all outstanding awards thereunder. As of December 31, 2015, there were no RSUs outstanding subject to the provisions of the 2004 Equity Plan. Any shares which were available for grant under the 2004 Equity Plan including awards that were forfeited or lapsed unexercised as of the date of stockholders’ approval will be available for grant under the 2012 Equity Plan. Awards under the 2012 Equity Plan may be in the form of stock options, restricted stock, RSUs, performance awards (a cash bonus award, a stock bonus award, a performance award or an incentive award that is paid in cash), dividend equivalents, stock payment awards, deferred stock, deferred stock units, or stock appreciation rights. The following table summarizes the activities under the 2012 Equity Plan as of December 31, 2015: Activity Total equity securities available at May 16, 2012 2,194,986 Add: 2011 LTIP RSUs forfeited by eligible employees 209,382 Add: 2015 LTIP RSUs forfeited by eligible employees 18,432 Add: Restricted shares of common stock ("restricted stock") forfeited by non-executive member of the Board of Directors 3,189 Less: 2011 LTIP RSUs awarded to eligible employees (557,484 ) Less: Common stock awarded to eligible employees (5,820 ) Less: Restricted stock awarded to non-executive members of the Board of Directors (76,849 ) Less: Payments made pursuant to Short term Incentive Plan ("STIP") (41,701 ) Less: 2015 LTIP RSUs awarded to eligible employees (260,900 ) Total equity securities available at December 31, 2015 1,483,235 Common Stock. On July 8, 2014, our Board of Directors granted 5,820 shares of common stock to certain eligible employees under the 2012 Equity Plan. The grant date fair value was $ 0.1 million based upon the closing price per share of our common stock of $ 15.74 . 2011 LTIP. On March 15, 2011, our Board of Directors adopted a long-term incentive program (over a 45 month vesting period) that included a stock component in the form of RSUs. The 2011 LTIP provided eligible employees the opportunity to earn RSUs based upon achievement of performance goals established by our Board of Directors for our revenue and operating cash flows during the period from January 1, 2011 through December 31, 2014 (the “performance period”), and continued employment with the Company. As it relates to eligible employees from Amcom, the performance period was considered as April 1, 2011, through December 31, 2014. Our Board of Directors approved that future cash dividends related to the existing RSUs will be set aside and paid in cash to each eligible employee when the RSUs are converted into shares of common stock. Existing RSUs would be converted into shares of common stock on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for RSUs granted before May 16, 2012, or the 2012 Equity Plan for grants on or after May 16, 2012) or on or after the third business day following the day that we file our 2014 Annual Report on Form 10-K (“2014 Annual Report”) with the SEC but in no event later than December 31, 2015. Any unvested RSUs awarded under the 2011 LTIP and the related cash dividends were forfeited if the participant terminates employment with Spōk. On April 7, 2011, our Board of Directors granted 211,587 RSUs to eligible employees under the 2004 Equity Plan pursuant to a Restricted Stock Unit Agreement. The grant date fair value was $3.0 million (net of estimated forfeitures) based upon the closing price per share of our common stock of $15.68 . In 2012, our Board of Directors awarded 122,673 RSUs to eligible employees with a grant date fair value of $1.3 million (net of estimated forfeitures). During 2012, 101,294 RSUs and the related cash dividends were forfeited with a related fair value of $1.4 million . There were 232,966 outstanding RSUs under the 2011 LTIP as of December 31, 2012. On December 27, 2012, our Board of Directors approved a modification to the 2011 LTIP performance goals for revenue and operating cash flows during the performance period as the original award was not expected to vest. This modification affected 18 eligible employees. As a result of reversing previously recognized compensation expense and recording compensation for the modified award, the Company recognized a benefit to stock based compensation expense of $0.2 million . We used the fair-value based method of accounting for the 2011 LTIP and amortized the remaining $1.6 million of the grant date fair value (net of estimated forfeitures) over the remaining vesting period. In 2013, our Board of Directors awarded 434,811 RSUs to eligible employees under the 2012 Equity Plan for the 2011 LTIP pursuant to a Restricted Stock Unit Agreement with a grant date fair value of $5.2 million (net of estimated forfeitures). During 2013, 50,750 RSUs and the related cash dividends were forfeited with a related fair value of $ 0.5 million . As of December 31, 2013 there were 617,027 RSUs outstanding relating to the 2011 LTIP. A total of $ 3.4 million , $2.8 million and $0.1 million was included in stock based compensation expense for the years ended December 31, 2014, 2013 and 2012, respectively, in relation to the 2011 LTIP. In addition to the benefit for the modification of $0.2 million , stock based compensation expense for the year ended December 31, 2012, included a net benefit of $0.4 million for forfeitures under the 2011 LTIP associated with the departure of two former executives. On December 13, 2013, our Board of Directors approved a modification to the 2011 LTIP performance goals for operating cash flows during the performance period. The original award was expected to vest, therefore, the modification had no impact on the grant date fair value. This modification affected 51 eligible employees. During 2014, 57,338 RSUs and the related cash dividends were forfeited with a related fair value of $ 0.6 million . As of December 31, 2014 there were 559,689 RSUs outstanding relating to the 2011 LTIP. On December 31, 2014, the RSUs under the 2011 LTIP satisfied the vesting requirements. The Company converted 559,689 RSUs into shares of common stock and issued the common stock and paid the cumulative cash dividends earned on the RSUs to the participants in March 2015 after filing the 2014 Annual Report with the SEC. In March 2015, 220,330 shares of common stock were sold to the Company for required income tax withholding on the vested RSUs under the 2011 LTIP. 2015 LTIP. On December 9, 2014, our Board of Directors adopted a long-term incentive program (over a 36 month vesting period) that included a stock component in the form of RSUs. The 2015 LTIP provides eligible employees the opportunity to earn RSUs based upon the achievement of performance goals established by our Board of Directors for our consolidated revenue and operating cash flows (as defined by the Company) during the period of January 1, 2015 through December 31, 2017, the performance period, and continued employment with the Company. Our Board of Directors also approved that future cash dividends related to the RSUs will be set aside and paid in cash to each eligible employee when the RSUs are converted into shares of common stock. Existing RSUs would be converted into shares of common stock on the earlier of a change in control of the Company (as defined in the 2012 Equity Plan) or on or after the third business day following the day that we file our 2017 Annual Report on Form 10-K with the SEC but in no event later than December 31, 2018. Any unvested RSUs awarded under the 2015 LTIP and the related cash dividends are forfeited if the participant terminates employment with the Company. On January 2, 2015, our Board of Directors granted 254,777 RSUs to eligible employees under the 2012 Equity Plan for the 2015 LTIP pursuant to a Restricted Stock Unit Agreement with a grant date fair value of $4.4 million (net of estimated forfeitures). During 2015, 6,123 RSUs were issued with a grant date fair value of $0.1 million to individuals who became eligible to participate in the 2015 LTIP. In addition, 18,432 RSUs with a grant date fair value of $0.3 million were forfeited by eligible employees who left the company during the period. Stock compensation expense was $1.5 million for the year ended December 31, 2015. The following table details activities with respect to outstanding RSUs under the 2015 LTIP for the year ended December 31, 2015: Shares Weighted- Total Unrecognized Compensation Cost (net of estimated forfeitures) Weighted-Average Non-vested RSUs at January 1, 2015 — $ — Granted 260,900 $ 17.35 Vested — — Forfeited (18,432 ) 17.36 Non-vested RSUs at December 31, 2015 242,468 $ 17.35 $ 2,708 24 Board of Directors Compensation . On August 1, 2007, for periods of service beginning on July 1, 2007, our Board of Directors approved that, in lieu of RSUs, each non-executive director will be granted in arrears on the first business day following the quarter of service, restricted stock under the 2004 Equity Plan or the 2012 Equity Plan for their service on the Board of Directors and committees thereof. The restricted stock will be granted quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $ 40,000 per year of restricted stock ($ 50,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for restricted stock granted before May 16, 2012 or the 2012 Equity Plan for grants on or after May 16, 2012) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $40,000 per year ( $50,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock or any combination thereof. On July 23, 2013, for the period of service beginning on July 1, 2013, our Board of Directors approved a change in the non-executive directors’ compensation plan. The non-executive directors will receive restricted stock quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ( $70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2012 Equity Plan) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. The non-executive directors are required to hold shares of common stock and/or restricted stock equal to three times their annual cash compensation ( $135,000 for each non-executive director and $165,000 for the Chair of the Audit Committee) as measured on June 30 th of each year. Should the value of the non-executive director’s holdings fall below the established minimum, the non-executive director will be deemed in compliance with the requirement provided that the non-executive director retained shares equal to the total number of restricted stock granted during the preceding three years . All non-executive directors will have a three year grace period to reach this ownership threshold. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $45,000 per year ( $55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof. The following table details information on the restricted stock awarded to our non-executive directors during the three years ended December 31, 2015: Service for The Three Months Ended Grant Date Price (1) Restricted Stock Awarded Restricted Stock Vested or Forfeited (2) Vesting Date Restricted Stock Awarded and Outstanding (2) Cash Dividends Paid (3) December 31, 2012 January 2, 2013 $ 11.68 5,350 (5,350 ) January 1, 2014 — $ 2,247 March 31, 2013 April 1, 2013 13.27 4,712 (4,712 ) April 1, 2014 — 1,979 June 30, 2013 July 1, 2013 13.57 4,606 (4,606 ) July 1, 2014 — 1,935 September 30, 2013 October 1, 2013 14.16 6,266 (6,266 ) October 1, 2014 — 3,133 December 31, 2013 January 1, 2014 14.28 6,475 (6,475 ) January 1, 2015 — 3,238 March 31, 2014 April 1, 2014 18.17 5,093 (5,093 ) April 1, 2015 — 2,547 June 30, 2014 July 1, 2014 15.40 6,006 (6,006 ) July 1, 2015 — 3,003 September 30, 2014 October 1, 2014 13.01 7,110 (7,110 ) October 1, 2015 — 3,555 December 31, 2014 January 1, 2015 17.36 5,328 — 5,328 — March 31, 2015 April 1, 2014 19.17 4,823 — 4,823 — June 30, 2015 July 1, 2015 16.84 5,494 — 5,494 — September 30, 2015 October 1, 2015 16.46 6,242 — 6,242 — Total 67,505 (45,618 ) 21,887 $ 21,637 (1) The quarterly restricted stock awarded is based on the price per share of our common stock on the last trading day prior to the quarterly award date. (2) Amount includes forfeitures of 3,189 restricted stock resulting from a director's voluntary resignation from the Board of Directors. (3) Amount excludes interest earned and paid upon vesting of shares of restricted stock. The shares of restricted stock will vest one year from the date of grant and the related cash dividends on the vested restricted stock will be paid to our non-executive directors at vesting. Grants of shares of restricted stock made after May 16, 2012 will reduce the number of shares eligible for future issuance under the 2012 Equity Plan. We use the fair-value based method of accounting for the equity awards. A total of $ 0.4 million , $ 0.3 million and $ 0.2 million was included in stock based compensation expense for each of the years ended December 31, 2015, 2014 and 2013 in relation to the restricted stock granted to our non-executive directors. Board of Directors Common Stock. No directors have elected common stock in lieu of cash payments for their services during the years ended December 31, 2015, 2014 and 2013. The following table reflects the stock based compensation expense for the awards under the Equity Plans: For the Year Ended December 31, Equity Awards 2015 2014 2013 (Dollars in thousands) Common stock $ — $ 85 $ — 2011 LTIP — 3,416 2,823 2015 LTIP 1,498 — — Board of directors compensation 370 337 222 Total stock based compensation $ 1,868 $ 3,838 $ 3,045 The 2011 LTIP vested on December 31, 2014, as such, no stock based compensation expense was incurred in 2015. On July 8, 2014, our Board of Directors granted 5,820 shares of common stock to certain eligible employees under the 2012 Equity Plan, which resulted in a stock based compensation expense of $ 0.1 million in 2014. |