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 June 30, 2018 and December 31, 2017 , we had no stock options outstanding. At June 30, 2018 and December 31, 2017 , there were 19,472,249 and 20,135,514 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. Changes in Stockholders' Equity Changes in stockholders’ equity for the six months ended June 30, 2018 consisted of the following: (Dollars in thousands) Balance at January 1, 2018 $ 290,529 Adjustment to beginning balance resulting from adoption of ASC 606 6,258 Net loss for the six months, ended June 30, 2018 (465 ) Estimated tax impact resulting from adoption of ASC 606 (1,614 ) Cash dividends declared (5,127 ) Common stock repurchase program (9,467 ) Amortization of stock based compensation 2,501 Repurchase of common stock for tax withholdings (894 ) Cumulative translation adjustment (598 ) Issuance of common stock under the Employee Stock Purchase Plan 143 Balance at June 30, 2018 $ 281,266 Dividends The following table details our cash dividends declared in 2018 . Cash dividends paid as disclosed in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2018 and 2017 include previously declared cash dividends on shares of vested restricted common stock ("restricted stock") issued to our non-executive directors and dividends related to vested restricted stock units ("RSUs") issued to eligible employees. Cash dividends on RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited. Declaration Date Record Date Payment Date Per Share Amount Total Declared (1) (Dollars in thousands) February 28, 2018 March 16, 2018 March 30, 2018 $ 0.125 $ 2,589 April 25, 2018 May 25, 2018 June 22, 2018 0.125 2,538 Total $ 0.250 $ 5,127 (1) The total declared reflects the cash dividends declared in relation to common stock and unvested RSUs. On July 25, 2018, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock with a record date of August 17, 2018, and a payment date of September 10, 2018. This cash dividend of approximately $2.4 million will be paid from available cash on hand. Common Stock Repurchase Program On February 28, 2018, the Company's Board of Directors authorized the repurchase of up to $10.0 million of the Company's common stock through 2018 on the open market or in privately negotiated transactions. The following table presents information with respect to purchases made by the Company during the six months ended June 30, 2018 : Period 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 Plans or Programs (Dollars in thousands) Three Months Ended March 31, 2018 127,792 $ 15.04 127,792 $ 8,077 Three Months Ended June 30, 2018 501,782 14.99 501,782 $ 558 Total 629,574 $ 15.00 629,574 (1) Average price paid per share excludes commissions of approximately $25,183 . The above table excludes shares repurchased to settle employee tax withholding related to the vesting of equity awards. Net (Loss) Income per Common Share Basic net (loss) income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net (loss) 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 (loss) income per common share were as follows for the periods stated: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands, except for share and per share amounts) 2018 2017 2018 2017 Numerator: Net (loss) income $ (976 ) $ 1,498 $ (465 ) $ 2,352 Denominator: Basic weighted average outstanding shares of common stock 19,750,941 20,353,801 19,888,606 20,441,781 Diluted weighted average outstanding shares of common stock 19,750,941 20,366,102 19,888,606 20,508,473 Basic net (loss) income per common share $ (0.05 ) $ 0.07 $ (0.02 ) $ 0.12 Diluted net (loss) income per common share $ (0.05 ) $ 0.07 $ (0.02 ) $ 0.11 For the three and six months ended June 30, 2018 and 2017 the following securities were excluded from the calculation of diluted shares outstanding as the effect would have been anti-dilutive: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Restricted stock units $ 77,190 $ — $ 145,526 $ — Share-Based Compensation Plans On March 23, 2012, our Board of Directors adopted the Spok 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 2,194,986 shares of common stock have been reserved for issuance under this plan. Awards under the 2012 Equity Plan may be in the form of stock options, common stock, restricted stock, RSUs, performance awards, dividend equivalents, deferred stock, deferred stock units, or stock appreciation rights. Restricted stock awards generally vest one year from the date of grant. Related dividends accumulate during the vesting period and are paid at the time of vesting. Contingent RSUs generally vest over a three year performance period upon successful completion of the performance objectives. Non-contingent RSUs generally vest in thirds, annually, over a three year period. Dividend equivalents rights generally accompany each RSU award and those rights accumulate and vest along with the underlying RSU. The following table summarizes the activities under the 2012 Equity Incentive Award Plan ("2012 Equity Plan") from January 1, 2018 through June 30, 2018 : Activity Total equity securities available at January 1, 2018 1,140,658 RSU and restricted stock awarded to eligible employees, net of forfeitures (337,640 ) Total equity securities available at June 30, 2018 803,018 The following table details activities with respect to outstanding RSUs and restricted stock for the six months ended June 30, 2018 : Shares Weighted- Unvested at January 1, 2018 (1) 393,084 $ 18.54 Granted 334,035 16.47 Vested — — Forfeited (8,489 ) 17.72 Unvested at June 30, 2018 (1) 718,630 $ 17.59 (1) Approximately 99,451 RSUs from the 2016 grant are not expected to vest based on the Company's current assessment of the related performance obligations. Of the 718,630 unvested RSUs and restricted stock outstanding at June 30, 2018 , 362,974 RSUs include contingent performance requirements for vesting purposes. At June 30, 2018 , there was $5.9 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.86 years. Employee Stock Purchase Plan. In 2016 our Board of Directors adopted the Spok Holdings, Inc. Employee Stock Purchase Plan ("ESPP") that was subsequently approved by our stockholders on July 25, 2016. A total of 250,000 shares of common stock have been reserved for issuance under this plan. The Company's ESPP allows employees to purchase shares of common stock at a discounted rate, subject to plan limitations. Under the ESPP, eligible participants can voluntarily elect to have contributions withheld from their pay for the duration of an offering period, subject to the ESPP limits. At the end of an offering period, contributions will be used to purchase the Company's common stock at a discount to the market price based on the first or last day of the offering period, whichever is lower. Participants are required to hold common stock for a minimum period of two years from the grant date. Participants will begin earning dividends on shares after the purchase date. Each offering period will generally last for no longer than six months. Once an offering period begins, participants cannot adjust their withholding amount. If a participant chooses to withdraw, any previously withheld funds will be returned to the participant, with no stock purchased, and that participant will be eligible to participate in the ESPP at the next offering period. If the participant terminates employment with the Company during the offering period, all contributions will be returned to the employee and no stock will be purchased at a discounted rate. The Company uses the Black-Scholes model to calculate the fair value of the common stock to be purchased each offering period on their offer date. The Black-Scholes model requires the use of estimates for the expected term, the expected volatility of the underlying common stock over the expected term, the risk-free interest rate and the expected dividend payment. For the three and six months ended June 30, 2018 and 2017, 11,581 and 8,983 shares of the Company's common stock were purchased, respectively, for a total cost of $0.1 million . The following table summarizes the activities under the ESPP from January 1, 2018 through June 30, 2018 : Activity Total ESPP equity securities available at January 1, 2018 228,279 ESPP common stock purchased by eligible employees (11,581 ) Total ESPP securities available at June 30, 2018 216,698 Amounts withheld from participants will be classified an accrued compensation and benefit on the Condensed Consolidated Balance Sheets until funds are used to purchase shares. This liability amount is immaterial to the Condensed Consolidated Financial Statements. Stock-Based Compensation Expense We record all stock-based awards, which consist of RSUs, restricted stock and the option to purchase common stock under the ESPP, at fair value as of the grant date. Stock based compensation expense is recognized based on a straight-line amortization basis over the respective service period. Forfeitures and withdrawals are accounted for as incurred. The following table reflects the items for stock based compensation expense on the Condensed Consolidated Statement of Operations for the periods stated: For the Three Months Ended June 30, For the Six Months Ended June 30, (Dollars in thousands) 2018 2017 2018 2017 Performance-based RSUs $ 526 $ 508 $ 1,030 $ 998 Time-based and restricted stock 724 475 1,437 744 ESPP 17 15 34 211 Total stock based compensation $ 1,267 $ 998 $ 2,501 $ 1,953 In the fourth quarter of 2016 we determined that only 50% of the 2015 and 2016 performance grants made under the 2015 LTIP are expected to vest based on the related performance criteria and our assessment of the anticipated future performance applied to the performance criteria. As such, expenses listed in the table above reflect only the portion of grants and related expense that we anticipate will vest for those awards. |