Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32358 | |
Entity Registrant Name | SPOK HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1694797 | |
Entity Address, Address Line One | 6850 Versar Center, Suite 420 | |
Entity Address, City or Town | Springfield, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22151-4148 | |
City Area Code | 800 | |
Local Phone Number | 611-8488 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SPOK | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (shares) | 19,077,377 | |
Entity Central Index Key | 0001289945 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 49,235 | $ 47,361 |
Short-term investments | 29,994 | 29,899 |
Accounts receivable, net | 29,671 | 30,174 |
Prepaid expenses | 8,056 | 7,517 |
Other current assets | 1,645 | 2,714 |
Total current assets | 118,601 | 117,665 |
Non-current assets: | ||
Property and equipment, net | 6,933 | 8,000 |
Operating lease right-of-use assets | 14,342 | 16,317 |
Capitalized software development, net | 7,784 | 0 |
Goodwill | 124,182 | 124,182 |
Intangible assets, net | 1,042 | 2,917 |
Deferred income tax assets, net | 48,308 | 48,983 |
Other non-current assets | 1,081 | 1,808 |
Total non-current assets | 203,672 | 202,207 |
Total assets | 322,273 | 319,872 |
Current liabilities: | ||
Accounts payable | 5,112 | 3,615 |
Accrued compensation and benefits | 13,845 | 11,680 |
Deferred revenue | 27,174 | 25,944 |
Operating lease liabilities | 5,220 | 5,437 |
Other current liabilities | 4,565 | 4,507 |
Total current liabilities | 55,916 | 51,183 |
Non-current liabilities: | ||
Asset retirement obligations | 6,123 | 6,061 |
Operating lease liabilities | 9,766 | 11,575 |
Other non-current liabilities | 2,446 | 959 |
Total non-current liabilities | 18,335 | 18,595 |
Total liabilities | 74,251 | 69,778 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 2 | 2 |
Additional paid-in capital | 90,297 | 86,874 |
Accumulated other comprehensive loss | (1,656) | (1,601) |
Retained earnings | 159,379 | 164,819 |
Total stockholders’ equity | 248,022 | 250,094 |
Total liabilities and stockholders' equity | $ 322,273 | $ 319,872 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 37,693 | $ 39,453 | $ 110,699 | $ 120,741 |
Operating expenses: | ||||
Cost of revenue | 6,544 | 7,190 | 20,709 | 22,021 |
Research and development | 3,459 | 7,437 | 11,662 | 20,411 |
Technology operations | 7,357 | 7,805 | 22,472 | 23,345 |
Selling and marketing | 4,272 | 5,595 | 14,463 | 17,279 |
General and administrative | 10,994 | 11,813 | 33,056 | 34,255 |
Depreciation, amortization and accretion | 2,335 | 2,305 | 6,553 | 6,999 |
Total operating expenses | 34,961 | 42,145 | 108,915 | 124,310 |
Operating income (loss) | 2,732 | (2,692) | 1,784 | (3,569) |
Interest income | 127 | 399 | 636 | 1,300 |
Other income | 151 | 163 | 113 | 528 |
Income (loss) before income taxes | 3,010 | (2,130) | 2,533 | (1,741) |
Benefit from (provision for) income taxes | 155 | 804 | (149) | 486 |
Net income (loss) | $ 3,165 | $ (1,326) | $ 2,384 | $ (1,255) |
Basic net income (loss) per common share (usd per share) | $ 0.17 | $ (0.07) | $ 0.13 | $ (0.07) |
Diluted net income (loss) per common share (usd per share) | $ 0.16 | $ (0.07) | $ 0.12 | $ (0.07) |
Basic weighted average common shares outstanding (in shares) | 19,051,502 | 19,086,811 | 19,008,969 | 19,166,812 |
Diluted weighted average common shares outstanding (in shares) | 19,208,452 | 19,086,811 | 19,273,243 | 19,166,812 |
Cash dividends declared per common share (usd per share) | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 |
Wireless | ||||
Revenue: | ||||
Total revenue | $ 20,828 | $ 21,814 | $ 63,293 | $ 66,552 |
Software | ||||
Revenue: | ||||
Total revenue | $ 16,865 | $ 17,639 | $ 47,406 | $ 54,189 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 3,165 | $ (1,326) | $ 2,384 | $ (1,255) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 62 | (105) | (55) | (198) |
Other comprehensive income (loss) | 62 | (105) | (55) | (198) |
Comprehensive income (loss) | $ 3,227 | $ (1,431) | $ 2,329 | $ (1,453) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital & Accumulated Other Comprehensive Loss | Retained Earnings | Adoption of current expected credit loss ("CECL") | Adoption of current expected credit loss ("CECL")Retained Earnings |
Beginning balance (shares) at Dec. 31, 2018 | 19,389,066 | |||||
Beginning balance at Dec. 31, 2018 | $ 274,554 | $ 2 | $ 89,258 | $ 185,294 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 741 | 741 | ||||
Purchase of common stock for tax withholding (shares) | (67,648) | |||||
Purchase of common stock for tax withholding | (1,011) | (1,011) | ||||
Amortization of stock-based compensation | 528 | 528 | ||||
Cash dividends declared | (2,479) | (2,479) | ||||
Common stock repurchase program including commissions (shares) | (131,012) | |||||
Common stock repurchase program including commissions | (1,810) | (1,810) | ||||
Issuance of restricted stock under the Equity Plan and other (shares) | 13,650 | |||||
Issuance of restricted stock under the Equity Plan and other | 71 | 71 | ||||
Cumulative translation adjustment | (60) | (60) | ||||
Ending balance (shares) at Mar. 31, 2019 | 19,204,056 | |||||
Ending balance at Mar. 31, 2019 | 270,534 | $ 2 | 86,905 | 183,627 | ||
Beginning balance (shares) at Dec. 31, 2018 | 19,389,066 | |||||
Beginning balance at Dec. 31, 2018 | 274,554 | $ 2 | 89,258 | 185,294 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (1,255) | |||||
Cumulative translation adjustment | (198) | |||||
Ending balance (shares) at Sep. 30, 2019 | 18,827,770 | |||||
Ending balance at Sep. 30, 2019 | 260,797 | $ 2 | 84,115 | 176,680 | ||
Beginning balance (shares) at Mar. 31, 2019 | 19,204,056 | |||||
Beginning balance at Mar. 31, 2019 | 270,534 | $ 2 | 86,905 | 183,627 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (670) | (670) | ||||
Amortization of stock-based compensation | 1,029 | 1,029 | ||||
Cash dividends declared | (2,480) | (2,480) | ||||
Issuance of restricted stock under the Equity Plan and other (shares) | 17,910 | |||||
Issuance of restricted stock under the Equity Plan and other | 120 | 120 | ||||
Cumulative translation adjustment | (33) | (33) | ||||
Ending balance (shares) at Jun. 30, 2019 | 19,221,966 | |||||
Ending balance at Jun. 30, 2019 | 268,500 | $ 2 | 88,021 | 180,477 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (1,326) | (1,326) | ||||
Amortization of stock-based compensation | 964 | 964 | ||||
Cash dividends declared | (2,471) | (2,471) | ||||
Common stock repurchase program including commissions (shares) | (401,342) | |||||
Common stock repurchase program including commissions | (4,765) | (4,765) | ||||
Issuance of restricted stock under the Equity Plan and other (shares) | 7,146 | |||||
Issuance of restricted stock under the Equity Plan and other | 0 | |||||
Cumulative translation adjustment | (105) | (105) | ||||
Ending balance (shares) at Sep. 30, 2019 | 18,827,770 | |||||
Ending balance at Sep. 30, 2019 | 260,797 | $ 2 | 84,115 | 176,680 | ||
Beginning balance (shares) at Dec. 31, 2019 | 19,071,614 | |||||
Beginning balance at Dec. 31, 2019 | 250,094 | $ 2 | 85,273 | 164,819 | $ (365) | $ (365) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (4,540) | (4,540) | ||||
Purchase of common stock for tax withholding (shares) | (79,981) | |||||
Purchase of common stock for tax withholding | (903) | (903) | ||||
Amortization of stock-based compensation | 1,182 | 1,182 | ||||
Cash dividends declared | (2,488) | (2,488) | ||||
Issuance of restricted stock under the Equity Plan and other (shares) | 1,918 | |||||
Issuance of restricted stock under the Equity Plan and other | 20 | 20 | ||||
Cumulative translation adjustment | (220) | (220) | ||||
Ending balance (shares) at Mar. 31, 2020 | 18,993,551 | |||||
Ending balance at Mar. 31, 2020 | 242,780 | $ 2 | 85,332 | 157,446 | ||
Beginning balance (shares) at Dec. 31, 2019 | 19,071,614 | |||||
Beginning balance at Dec. 31, 2019 | 250,094 | $ 2 | 85,273 | 164,819 | $ (365) | $ (365) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 2,384 | |||||
Cumulative translation adjustment | (55) | |||||
Ending balance (shares) at Sep. 30, 2020 | 19,052,011 | |||||
Ending balance at Sep. 30, 2020 | 248,022 | $ 2 | 88,641 | 159,379 | ||
Beginning balance (shares) at Mar. 31, 2020 | 18,993,551 | |||||
Beginning balance at Mar. 31, 2020 | 242,780 | $ 2 | 85,332 | 157,446 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 3,759 | 3,759 | ||||
Amortization of stock-based compensation | 1,362 | 1,362 | ||||
Cash dividends declared | (2,491) | (2,491) | ||||
Issuance of restricted stock under the Equity Plan and other (shares) | 30,244 | |||||
Issuance of restricted stock under the Equity Plan and other | 168 | 166 | 2 | |||
Cumulative translation adjustment | 103 | 103 | ||||
Ending balance (shares) at Jun. 30, 2020 | 19,023,795 | |||||
Ending balance at Jun. 30, 2020 | 245,681 | $ 2 | 86,963 | 158,716 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 3,165 | 3,165 | ||||
Amortization of stock-based compensation | 1,616 | 1,616 | ||||
Cash dividends declared | (2,494) | (2,494) | ||||
Common stock repurchase program including commissions | 0 | |||||
Issuance of restricted stock under the Equity Plan and other (shares) | 28,216 | |||||
Issuance of restricted stock under the Equity Plan and other | (8) | 0 | (8) | |||
Cumulative translation adjustment | 62 | 62 | ||||
Ending balance (shares) at Sep. 30, 2020 | 19,052,011 | |||||
Ending balance at Sep. 30, 2020 | $ 248,022 | $ 2 | $ 88,641 | $ 159,379 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |
Adoption of current expected credit loss ("CECL") | us-gaap:AccountingStandardsUpdate201613Member |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net income (loss) | $ 2,384 | $ (1,255) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 6,553 | 6,999 |
Deferred income tax expense | 15 | (569) |
Stock-based compensation | 4,160 | 2,521 |
Provision for doubtful accounts, service credits and other | 914 | 652 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,019) | 252 |
Prepaid expenses, inventory, and other assets | 3,701 | 2,131 |
Accounts payable, accrued liabilities and other liabilities | 1,566 | (1,366) |
Deferred revenue | 2,680 | 1,383 |
Net cash provided by operating activities | 20,954 | 10,748 |
Investing activities: | ||
Purchase of property and equipment | (2,824) | (4,162) |
Capitalized software development | (8,206) | 0 |
Purchase of short-term investments | (44,870) | (44,499) |
Maturity of short-term investments | 45,000 | 19,000 |
Net cash used in investing activities | (10,900) | (29,661) |
Financing activities: | ||
Cash distributions to stockholders | (7,388) | (7,440) |
Purchase of common stock (including commissions) | 0 | (6,575) |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 166 | 119 |
Purchase of common stock for tax withholding on vested equity awards | (903) | (1,017) |
Net cash used in financing activities | (8,125) | (14,913) |
Effect of exchange rate on cash | (55) | (198) |
Net increase (decrease) in cash and cash equivalents | 1,874 | (34,024) |
Cash and cash equivalents, beginning of period | 47,361 | 83,343 |
Cash and cash equivalents, end of period | 49,235 | 49,319 |
Supplemental disclosure: | ||
Income taxes paid | $ 148 | $ 927 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Spok Holdings, Inc. (NASDAQ: SPOK) ("Spok," "we," "our" or the "Company"), through its wholly owned subsidiary Spok, Inc., is the global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect platform to enhance workflows for clinicians, support administrative compliance, and provide a better experience for patients. Our customers send over 100 million messages each month through their Spok solutions. We offer a focused suite of unified clinical communication and collaboration solutions that include call center operations, clinical alerting and notifications, one-way and advanced two-way wireless messaging services, mobile communications and public safety solutions. We provide one-way and advanced two-way wireless messaging services including information services throughout the United States. These services are offered on a local, regional and nationwide basis employing digital networks. One-way messaging consists of numeric and alphanumeric messaging services. Numeric messaging services enable subscribers to receive messages that are composed entirely of numbers, such as a phone number, while alphanumeric messages may include numbers and letters, which enable subscribers to receive text messages. Two-way messaging services enable subscribers to send and receive messages to and from other wireless messaging devices, including pagers, mobile devices and personal computers. We also offer voice mail, personalized greetings, message storage and retrieval, and equipment loss and/or maintenance protection to both one-way and two-way messaging subscribers. These services are commonly referred to as wireless messaging and information services. We also develop, sell and support enterprise-wide systems for hospitals and other organizations needing to automate, centralize and standardize clinical communications and collaboration. These solutions are used for contact centers, clinical alerting and notification, mobile communications and messaging and for public safety notifications. We offer a variety of solutions in both on-premise and Software as a Service ("SaaS") delivery models. The Spok Go platform was made commercially available in early 2020. Spok Go features an integrated cloud-native platform that is built on a foundation of a single, best-in-class architecture with hosting and security handled through our partnership with Amazon Web Services®. These areas of market focus complement the market focus of our wireless services outlined above. These products and services are commonly referred to as software solutions and services. Basis of Presentation The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management's opinion, the unaudited Condensed Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all interim periods reported herein and all such adjustments are of a normal, recurring nature with the exception of our adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , often referred to as Current Expected Credit Losses ("CECL"). For additional details refer to Note 3, "Recent Accounting Standards." Amounts shown on the Condensed Consolidated Statements of Operations within the operating expense categories of Cost of revenue; Research and development; Technology operations; Selling and marketing; and General and administrative are recorded exclusive of depreciation, amortization and accretion. Certain immaterial prior period amounts in the consolidated financial statements have been reclassified to conform to the current period's presentation.These reclassifications had no effect on the reported results of operations or the statement of financial position. The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2019, is unaudited. The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from, but does not include all, the disclosures contained in the audited Consolidated Financial Statements as of and for the year ended December 31, 2019. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). The Condensed Consolidated Statement of Operations for the interim periods presented are not necessarily indicative of the results that may be expected for a full year. Use of Estimates The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets; intangible assets subject to amortization and goodwill; accounts receivable allowances; revenue recognition; determining standalone selling price of performance obligations; variable consideration; depreciation expense; asset retirement obligations; income taxes; and capitalization of software costs. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Risks and Other Important Facto
Risks and Other Important Factors | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Risks and Other Important Factors | RISKS AND OTHER IMPORTANT FACTORSSee “Item 1A. Risk Factors” of Part II of this Quarterly Report on Form 10-Q (“Quarterly Report”) and "Item 1A. Risk Factors" of Part I of the 2019 Annual Report, which describe key risks associated with our operations and industry. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS Recently Adopted Credit Losses - In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, or CECL. CECL requires early recognition of credit losses on financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019. On January 1, 2020 we adopted ASU No. 2016-13 which resulted in an immaterial adjustment to the beginning balance of retained earnings and an increase to allowance for doubtful accounts. |
Significant Accounting Policies
Significant Accounting Policies Update | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies Update | SIGNIFICANT ACCOUNTING POLICIES UPDATE Our significant accounting policies are detailed in Note 1, “Organization and Significant Accounting Policies” of the 2019 Annual Report. Significant changes to our accounting policies that occurred during the nine months ended September 30, 2020 are discussed below: Research and Development Certain costs related to the development of Spok Go qualified for capitalization beginning in the first quarter of 2020. In accordance with ASC 985-20, Software to be Sold, Leased, or Marketed , certain software development costs are charged to operations and expensed as incurred until technological feasibility has been established. Material costs incurred after technological feasibility is established and before the product is ready for general release are capitalized and amortized on a straight-line basis over the estimated remaining economic life of the product or the ratio of current revenues to total projected product revenues, whichever is greater. To date, the time between technological feasibility and general release to the public has been extremely short and consequently expenses available for capitalization have been immaterial. Accordingly, all research and developments costs incurred to date, accounted for in accordance with ASC 985-20, have been expensed as incurred. In accordance with ASC 350-40, Internal-use Software , certain software development costs are capitalized while in the application development stage related to software developed for internal use or software sold in a SaaS arrangement. This includes certain development costs for Spok Go. All other costs incurred during the preliminary project stage or the post-implementation stage, are expensed as incurred. Capitalized software development is amortized on a straight-line basis over the estimated useful life of the asset, typically three years, beginning when those development efforts have been placed into service (e.g., generally once made commercially available). Determining the estimated useful life requires significant judgment as we consider factors such as the rapid and continuous developments in software technology, obsolescence and anticipated life of the service offering before enhancements are necessary. In a SaaS environment, customer needs are rapidly evolving and a shorter useful life is generally expected. |
Revenue, Deferred Revenue And P
Revenue, Deferred Revenue And Prepaid Commissions | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Deferred Revenue and Prepaid Commissions | REVENUE, DEFERRED REVENUE AND PREPAID COMMISSIONS Wireless Revenue Wireless revenue consists of two primary components: paging revenue and product and other revenue. Paging revenue consists primarily of recurring fees associated with the provision of messaging services and fees for paging devices and is net of a provision for service credits. Product and other revenue reflects system sales, the sale of devices and charges for paging devices that are not returned and are net of anticipated credits. Our core offering includes subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semiannual, or annual) service fee. This is generally based upon the type of service provided, the geographic area covered, the number of devices provided to the customer and the period of commitment. A subscriber to one-way messaging services may select coverage on a local, regional or nationwide basis to best meet their messaging needs. Two-way messaging is generally offered on a nationwide basis. (See Item 1. “Business,” in the 2019 Annual Report for more details.) Software Revenue Software revenue consists of two primary components: operations revenue and maintenance revenue. Operations revenue consists primarily of license revenues for our healthcare communications solutions, subscription revenue for our Spok Go platform, equipment revenues that facilitate the use of our software solutions, and professional services revenue related to the implementation of our solutions. Maintenance revenue is for ongoing support of our software solutions or related equipment and access to when-and-if available software updates. Maintenance is generally purchased and renewed on an annual basis. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our software licenses and hardware are generally recognized at a point in time when we have transferred control to the customer. For software licenses, revenue is not recognized until the related license(s) has been made available to the customer and the customer can begin to benefit from its right to use the license(s). Our software licenses represent a right to use Spok’s Intellectual Property ("IP") as it exists at a point in time at which the license is granted. Many of our software licenses have significant standalone functionality due to their ability to process a transaction or perform a function or task, and we do not need to maintain those products, once provided to the customer, for value to exist. While the functionality of the IP that we license may substantively change during the license period, customers are not contractually or practically required to update their license as a result of those changes. Our wireless, professional, subscription, and maintenance services are generally recognized over time due to a customer's simultaneous receipt and consumption of the benefit as we perform the work. As we transfer control over time, we recognize revenue based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires significant judgment and is based on the nature of the products or services to be provided. Generally, we use the time-elapsed measure of progress for performance obligations which include wireless or maintenance services. We believe this method best depicts the simultaneous transfer and consumption of the benefit based on our performance as these services are generally considered standby services. For professional services, we leverage an input methodology based on the number of hours worked on a project versus the total expected hours necessary to complete the project. Revenues are recognized proportionally as hours are incurred. The following table presents our revenues disaggregated by revenue type: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Wireless products and services $ 20,828 $ 21,814 $ 63,293 $ 66,552 License 1,988 2,723 3,692 7,239 Services 4,772 4,202 13,132 14,242 Hardware 554 689 1,880 2,493 Subscription 24 — 24 — Maintenance 9,527 10,025 28,678 30,215 Total revenue $ 37,693 $ 39,453 $ 110,699 $ 120,741 The U.S. was the only country that accounted for more than 10% of the Company’s total revenue for the three and nine months ended September 30, 2020 and 2019. Revenue generated in the U.S. and internationally consisted of the following for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 United States $ 36,819 $ 38,312 $ 108,650 $ 116,525 International 874 1,141 2,049 4,216 Total revenue $ 37,693 $ 39,453 $ 110,699 $ 120,741 Deferred Revenues Our deferred revenues represent payments made, or due from, customers in advance of our performance. Changes in the balance of total deferred revenue during the nine months ended September 30, 2020 are as follows: (Dollars in thousands) December 31, 2019 Additions Revenue Recognized September 30, 2020 Deferred Revenue $ 26,621 $ 49,477 $ (46,797) $ 29,301 During the nine months ended September 30, 2020, the Company recognized $25.0 million related to amounts deferred as of December 31, 2019. Prepaid Commissions Our prepaid commissions represent payments made to employees in advance of our performance on the related underlying contracts. These costs have been incurred directly in relation to obtaining a contract. As such, these costs are amortized over the estimated period of benefit. Changes in the balance of total prepaid commissions during the nine months ended September 30, 2020 are as follows: (Dollars in thousands) December 31, 2019 Additions Commissions Recognized September 30, 2020 Prepaid Commissions $ 2,431 $ 2,974 $ (3,123) $ 2,282 Prepaid commissions are included within Prepaid expenses on the Condensed Consolidated Balance Sheets and commissions expense is included within Selling and marketing on the Condensed Consolidated Statements of Operations. Remaining Performance Obligations The balance of remaining performance obligations at September 30, 2020 was $51.7 million. We expect to recognize approximately $38.4 million of our remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating lease arrangements for corporate offices, cellular towers, storage units and small building space. The building space is used to house infrastructure, such as transmitters, antennae and other various equipment for the Company’s wireless paging services. For leases with a term of 12 months or less, renewal terms are generally of an evergreen nature (either month-to-month or year-to-year). For leases with a term greater than 12 months, renewal terms are generally explicit and provide for one to five optional renewals consistent with the initial term. Many of our leases, with the exception of those for our corporate offices, include options to terminate the lease within one year. Variable lease payments, residual value guarantees or purchase options are not generally present in these leases. Lease costs are included in technology operations and general and administrative expenses on the Condensed Consolidated Statements of Operations. The following table presents lease costs disaggregated by type: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Operating lease cost $ 1,423 $ 1,285 $ 4,197 $ 4,008 Short-term lease cost 2,108 2,255 6,122 6,427 Short-term lease cost - related party( 1) 892 895 2,681 2,718 Total lease cost $ 4,423 $ 4,435 $ 13,000 $ 13,153 Supplemental Disclosure: Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 1,416 Weighted-average remaining lease term - operating leases 5.16 years Weighted-average discount rate - operating leases 5.24 % (1) A member of our Board of Directors also serves as a director for an entity that leases transmission tower sites to the Company. Refer to Note 13, "Related Parties" for additional details. Maturities of lease liabilities as of September 30, 2020 were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining three months ending December 31, 2020 $ 1,431 2021 4,948 2022 3,270 2023 2,170 2024 1,559 Thereafter 3,731 Total future lease payments 17,109 Imputed interest (2,123) Total $ 14,986 |
Consolidated Financial Statemen
Consolidated Financial Statement Components | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statement Components | CONSOLIDATED FINANCIAL STATEMENT COMPONENTS Depreciation, Amortization and Accretion Depreciation, amortization and accretion expenses consisted of the following for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Depreciation Leasehold improvements $ 13 $ 14 $ 43 $ 50 Asset retirement costs (161) (191) (482) (575) Paging and computer equipment 1,237 1,627 4,110 4,950 Furniture, fixtures and vehicles 81 92 232 285 Total depreciation 1,170 1,542 3,903 4,710 Amortization 1,047 625 2,297 1,875 Accretion 118 138 353 414 Total depreciation, amortization and accretion expense $ 2,335 $ 2,305 $ 6,553 $ 6,999 Accounts Receivable, Net Accounts receivable was recorded net of an allowance of $2.0 million and $1.3 million at September 30, 2020 and December 31, 2019, respectively. Accounts receivable, net includes $8.3 million and $6.4 million of unbilled receivables at September 30, 2020 and December 31, 2019, respectively. Unbilled receivables are defined as the Company's right to consideration in exchange for goods or services that we have transferred to the customer but have not yet billed for, generally as a result of contractual billing terms. Property and Equipment, Net Property and equipment, net consisted of the following as of the dates stated: (Dollars in thousands) Useful Life September 30, 2020 December 31, 2019 Leasehold improvements shorter of useful life or lease term $ 3,620 $ 3,620 Asset retirement costs 1-5 1,922 1,922 Paging and computer equipment 1-5 94,171 96,562 Furniture, fixtures and vehicles 3-5 3,416 3,716 Total property and equipment 103,129 105,820 Accumulated depreciation (96,196) (97,820) Total property and equipment, net $ 6,933 $ 8,000 Capitalized Software Development Capitalized software development is amortized on a straight-line basis over the estimated useful life of the asset, typically three years. Capitalized software development costs were $2.9 million and $8.2 million for the three and nine months ended September 30, 2020 and no capitalized costs were recorded for the three and nine months ended September 30, 2019, respectively. Amortization expense with respect to software development costs were $0.4 million for both the three and nine months ended September 30, 2020, and there was no amortization expense for 2019. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the three months ended September 30, 2020, we performed a qualitative assessment of goodwill and determined that a triggering event had not occurred. While an impairment assessment is performed annually in the fourth quarter, the Company monitors its business environment for potential triggering events on a quarterly basis. There is potential for further impairment charges being recognized in future periods based on these ongoing assessments. Intangible Assets Amortizable intangible assets at September 30, 2020 related primarily to customer relationships that resulted from our acquisition of Amcom Software, Inc. in 2011. Such intangibles are being amortized over a period of 10 years. The estimated remaining amortization for the years ending December 31, 2020 and 2021 is $0.6 million and $0.4 million, respectively. The net consolidated balance of intangible assets consisted of the following at September 30, 2020: (Dollars in thousands) Useful Life Gross Carrying Accumulated Net Balance Customer relationships 10 $ 25,002 $ (23,960) $ 1,042 Total amortizable intangible assets $ 25,002 $ (23,960) $ 1,042 |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS The components of the changes in the asset retirement obligation liabilities were: (Dollars in thousands) Short-Term Long-Term Total Balance at January 1, 2020 $ 90 $ 6,061 $ 6,151 Accretion (29) 382 353 Amounts paid (196) — (196) Reclassifications 320 (320) — Balance at September 30, 2020 $ 185 $ 6,123 $ 6,308 The short-term portion balance above is included within Other current liabilities on the Condensed Consolidated Balance Sheet at September 30, 2020 and December 31, 2019. The cost associated with the estimated removal costs and timing refinements due to ongoing network rationalization activities is expected to accrete to a total liability of $7.6 million. The total estimated liability is based on the transmitter locations remaining after we have consolidated the number of networks we operate and assume the underlying leases continue to be renewed to that future date. Accretion expense related solely to asset retirement obligations and was recorded based on the interest method. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
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 September 30, 2020 and December 31, 2019, we had no stock options outstanding. At September 30, 2020 and December 31, 2019, there were 19,052,011 and 19,071,614 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. Dividends The following table details our cash dividends declared in 2020. Cash dividends paid as disclosed in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 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 26, 2020 March 16, 2020 March 30, 2020 $ 0.125 $ 2,488 April 29, 2020 May 25, 2020 June 24, 2020 0.125 2,491 July 29, 2020 August 17, 2020 September 10, 2020 0.125 2,494 Total $ 0.375 $ 7,473 (1) The total declared reflects the cash dividends declared in relation to common stock, DSUs and unvested RSUs. On October 28, 2020, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock with a record date of November 16, 2020, and a payment date of December 10, 2020. This cash dividend of approximately $2.4 million will be paid from available cash on hand. Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income (loss) 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 (loss) per common share were as follows for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except for share and per share amounts) 2020 2019 2020 2019 Numerator: Net income (loss) $ 3,165 $ (1,326) $ 2,384 $ (1,255) Denominator: Basic and diluted weighted average outstanding shares of common stock 19,051,502 19,086,811 19,008,969 19,166,812 Diluted weighted average outstanding shares of common stock 19,208,452 19,086,811 19,273,243 19,166,812 Basic net income (loss) per common share $ 0.17 $ (0.07) $ 0.13 $ (0.07) Diluted net income (loss) per common share $ 0.16 $ (0.07) $ 0.12 $ (0.07) For the three and nine months ended September 30, 2020 and 2019 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 September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Restricted stock units — 129,973 — 179,576 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 were reserved for issuance under this plan. Awards under the 2012 Equity Plan were in the form of stock options, common stock, restricted stock, RSUs, performance and time based 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 awards generally vest over a three-year performance period upon successful completion of the performance objectives. Non-contingent RSUs awards 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 RSUs. On April 29, 2020, our Board of Directors adopted the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the “2020 Equity Plan” and together with the 2012 Equity Plan, the "Equity Plans") that was subsequently approved by our stockholders on July 28, 2020. As of July 28, 2020, a total of 1,699,950 shares of common stock have been reserved for issuance under the 2020 Equity Plan, and no further grants will be made under the 2012 Equity Plan. However, the 2012 Equity Plan will continue to govern all outstanding awards thereunder. Awards under the 2020 Equity Plan may be in the form of stock options, restricted common stock, RSUs, deferred stock units ("DSU"), performance awards, dividend equivalents, stock payment awards, deferred stock, deferred stock units, stock appreciation rights or other stock or cash based awards. 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 equivalent rights generally accompany each RSU award and those rights accumulate and vest along with the underlying RSU. Dividend equivalent rights generally accompany each DSU award and are paid to participant's in cash on the Company's applicable dividend payment date whether the DSU is vested or unvested. The dividend equivalent right associated with a DSU continues until delivery of the underlying Common Stock is made. Payment of the underlying common stock is made, which occurs at the earliest of a participant's separation from service, disability, death, or a change in control. Any shares subject to an award under the 2012 Equity Plan that are forfeited or expire will be available for the future grant of awards under the 2020 Equity Plan. As of September 30, 2020, there was an aggregate of 923,090 unvested RSUs, DSUs and restricted stock outstanding under the 2012 Equity Plan. The following table summarizes the activities under the 2012 Equity Plan from January 1, 2020 through September 30, 2020: Activity Shares of common stock available at January 1, 2020 646,480 Additional shares available for issuance under the 2020 Equity Plan 1,600,000 RSU, DSU, and restricted stock awarded to eligible employees, net of forfeitures (541,798) Total common stock available at September 30, 2020 1,704,682 The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plans for the nine months ended September 30, 2020: Shares Weighted- Unvested at January 1, 2020 419,426 $ 14.00 Granted 577,805 12.06 Vested (32,384) 13.63 Forfeited (36,007) 12.51 Unvested at September 30, 2020 928,840 $ 12.86 Of the 928,840 unvested RSUs, DSUs and restricted stock outstanding at September 30, 2020, 475,837 RSUs include contingent performance requirements for vesting purposes. At September 30, 2020, there was $5.4 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.7 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 nine months ended September 30, 2020 and 2019, 18,586 and 9,876 shares, respectively, of the Company's common stock were purchased for a total cost of $0.2 million and $0.1 million, respectively. The following table summarizes the activities under the ESPP from January 1, 2020 through September 30, 2020: Activity Total ESPP equity securities available at January 1, 2020 184,860 ESPP common stock purchased by eligible employees (18,586) Total ESPP securities available at September 30, 2020 166,274 Amounts withheld from participants will be classified as Accrued compensation and benefits 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, DSUs, 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 Statements of Operations for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Performance-based RSUs $ 664 $ 397 $ 1,524 $ 939 Time-based RSUs, DSUs and restricted stock 929 546 2,556 1,520 ESPP 23 21 80 62 Total stock-based compensation $ 1,616 $ 964 $ 4,160 $ 2,521 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law on March 27, 2020. The CARES Act was initiated to provide stimulus and relief in response to the coronavirus disease 2019 ("COVID-19") pandemic and resulting economic collapse. While the CARES Act provides a number of potential benefits to companies, we believe the following items may provide certain relief for our Company: • Payroll Tax Deferral - Allows for the deferral of payment on the Company's share of the 6.2% Social Security tax on wages paid beginning on March 27, 2020 and ending on December 31, 2020. Deferred amounts are payable in two installments, with 50% of such taxes being due on December 31, 2021, and the remainder due on December 31, 2022. While we continue to assess the impact of the CARES Act, we believe this is likely to result in a deferral of between $1.5 million and $2.5 million in payroll taxes. For the nine months ended September 30, 2020, we have deferred approximately $1.2 million of payroll taxes under this provision. • Employee Retention Credits - Allows for a refundable tax credit for the Company's share of the 6.2% Social Security tax on wages. This tax credit is for the first $10,000 in qualified wages paid to each employee commencing on March 13, 2020. To be eligible, our Company must (i) have had operations fully or partially suspended because of a shut-down order from a governmental authority related to COVID-19, or (ii) have had gross receipts decline by more than 50% in a calendar quarter when compared to the same quarter in 2019. Qualified wages are limited to wages paid to employees who were not providing services due to the COVID-19 crisis. While we continue to assess the impact of the CARES Act, we believe this is likely to result in a tax credit of between $1.2 million and $1.5 million. For the nine months ended September 30, 2020, we have claimed approximately $1.2 million in employee retention credits. • Alternative Minimum Tax ("AMT") Credit - Allows for an immediate refund of all refundable AMT credits resulting from passage of the Tax Cuts and Jobs Act of 2017. This resulted in accelerated collection of approximately $1.3 million of other current assets which was received during the third quarter of 2020. Spok files a consolidated U.S. Federal income tax return and income tax returns in various state, local and foreign jurisdictions as required. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in how we do business, changes in our stock price, foreign currency gains (losses), tax law developments (including changes in statutes, regulations, case law, and administrative practices), and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. For 2020, the anticipated effective income tax rate is expected to continue to differ from the Federal statutory rate of 21% primarily due to the effect of state income taxes, research and development credits, permanent differences between book and taxable income and certain discrete items. At September 30, 2020, we had total deferred income tax assets ("DTAs") of $48.3 million and no valuation allowance. This reflects a decrease of $0.7 million from the December 31, 2019 DTAs of $49.0 million and no valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIESThere have been no material changes during the nine months ended September 30, 2020 to the commitments and contingencies previously reported in the 2019 Annual Report. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES A former member of our Board of Directors, who departed during the third quarter of 2020, also serves as a director for an entity that leases transmission tower sites to the Company. For both the three months ended September 30, 2020 and 2019, we incurred site rent expenses of $0.9 million from the entity on which the individual serves as a director. For both the nine months ended September 30, 2020 and 2019, we incurred site rent expense of $2.7 million from the entity on which the individual serves as a director. Site rent expenses are included in Technology operations expenses on the Condensed Consolidated Statements of Operations. A member of our Board of Directors, who was appointed at the beginning of 2020, serves as Chief Information Officer for an entity that is also a customer of the Company. For both the three months ended September 30, 2020 and 2019, we recognized revenues of $0.2 million related to contracts from the entity at which the individual is employed. For both the nine months ended September 30, 2020 and 2019, we recognized revenue of $0.5 million related to contracts from the entity at which the individual is employed. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management's opinion, the unaudited Condensed Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all interim periods reported herein and all such adjustments are of a normal, recurring nature with the exception of our adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , often referred to as Current Expected Credit Losses ("CECL"). For additional details refer to Note 3, "Recent Accounting Standards." Amounts shown on the Condensed Consolidated Statements of Operations within the operating expense categories of Cost of revenue; Research and development; Technology operations; Selling and marketing; and General and administrative are recorded exclusive of depreciation, amortization and accretion. Certain immaterial prior period amounts in the consolidated financial statements have been reclassified to conform to the current period's presentation.These reclassifications had no effect on the reported results of operations or the statement of financial position. The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2019, is unaudited. The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from, but does not include all, the disclosures contained in the audited Consolidated Financial Statements as of and for the year ended December 31, 2019. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). The Condensed Consolidated Statement of Operations for the interim periods presented are not necessarily indicative of the results that may be expected for a full year. |
Use of Estimates | Use of Estimates The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets; intangible assets subject to amortization and goodwill; accounts receivable allowances; revenue recognition; determining standalone selling price of performance obligations; variable consideration; depreciation expense; asset retirement obligations; income taxes; and capitalization of software costs. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS Recently Adopted Credit Losses - In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, or CECL. CECL requires early recognition of credit losses on financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019. On January 1, 2020 we adopted ASU No. 2016-13 which resulted in an immaterial adjustment to the beginning balance of retained earnings and an increase to allowance for doubtful accounts. |
Research and Development | Research and Development Certain costs related to the development of Spok Go qualified for capitalization beginning in the first quarter of 2020. In accordance with ASC 985-20, Software to be Sold, Leased, or Marketed , certain software development costs are charged to operations and expensed as incurred until technological feasibility has been established. Material costs incurred after technological feasibility is established and before the product is ready for general release are capitalized and amortized on a straight-line basis over the estimated remaining economic life of the product or the ratio of current revenues to total projected product revenues, whichever is greater. To date, the time between technological feasibility and general release to the public has been extremely short and consequently expenses available for capitalization have been immaterial. Accordingly, all research and developments costs incurred to date, accounted for in accordance with ASC 985-20, have been expensed as incurred. In accordance with ASC 350-40, Internal-use Software , certain software development costs are capitalized while in the application development stage related to software developed for internal use or software sold in a SaaS arrangement. This includes certain development costs for Spok Go. All other costs incurred during the preliminary project stage or the post-implementation stage, are expensed as incurred. Capitalized software development is amortized on a straight-line basis over the estimated useful life of the asset, typically three years, beginning when those development efforts have been placed into service (e.g., generally once made commercially available). Determining the estimated useful life requires significant judgment as we consider factors such as the rapid and continuous developments in software technology, obsolescence and anticipated life of the service offering before enhancements are necessary. In a SaaS environment, customer needs are rapidly evolving and a shorter useful life is generally expected. |
Revenue, Deferred Revenue And_2
Revenue, Deferred Revenue And Prepaid Commissions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The following table presents our revenues disaggregated by revenue type: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Wireless products and services $ 20,828 $ 21,814 $ 63,293 $ 66,552 License 1,988 2,723 3,692 7,239 Services 4,772 4,202 13,132 14,242 Hardware 554 689 1,880 2,493 Subscription 24 — 24 — Maintenance 9,527 10,025 28,678 30,215 Total revenue $ 37,693 $ 39,453 $ 110,699 $ 120,741 For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 United States $ 36,819 $ 38,312 $ 108,650 $ 116,525 International 874 1,141 2,049 4,216 Total revenue $ 37,693 $ 39,453 $ 110,699 $ 120,741 |
Schedule of Deferred Revenue | Changes in the balance of total deferred revenue during the nine months ended September 30, 2020 are as follows: (Dollars in thousands) December 31, 2019 Additions Revenue Recognized September 30, 2020 Deferred Revenue $ 26,621 $ 49,477 $ (46,797) $ 29,301 |
Schedule of Deferred Commissions | Changes in the balance of total prepaid commissions during the nine months ended September 30, 2020 are as follows: (Dollars in thousands) December 31, 2019 Additions Commissions Recognized September 30, 2020 Prepaid Commissions $ 2,431 $ 2,974 $ (3,123) $ 2,282 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following table presents lease costs disaggregated by type: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Operating lease cost $ 1,423 $ 1,285 $ 4,197 $ 4,008 Short-term lease cost 2,108 2,255 6,122 6,427 Short-term lease cost - related party( 1) 892 895 2,681 2,718 Total lease cost $ 4,423 $ 4,435 $ 13,000 $ 13,153 Supplemental Disclosure: Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 1,416 Weighted-average remaining lease term - operating leases 5.16 years Weighted-average discount rate - operating leases 5.24 % (1) A member of our Board of Directors also serves as a director for an entity that leases transmission tower sites to the Company. Refer to Note 13, "Related Parties" for additional details. |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2020 were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining three months ending December 31, 2020 $ 1,431 2021 4,948 2022 3,270 2023 2,170 2024 1,559 Thereafter 3,731 Total future lease payments 17,109 Imputed interest (2,123) Total $ 14,986 |
Consolidated Financial Statem_2
Consolidated Financial Statement Components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Depreciation, Amortization and Accretion | Depreciation, amortization and accretion expenses consisted of the following for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Depreciation Leasehold improvements $ 13 $ 14 $ 43 $ 50 Asset retirement costs (161) (191) (482) (575) Paging and computer equipment 1,237 1,627 4,110 4,950 Furniture, fixtures and vehicles 81 92 232 285 Total depreciation 1,170 1,542 3,903 4,710 Amortization 1,047 625 2,297 1,875 Accretion 118 138 353 414 Total depreciation, amortization and accretion expense $ 2,335 $ 2,305 $ 6,553 $ 6,999 |
Property, Plant and Equipment | Property and equipment, net consisted of the following as of the dates stated: (Dollars in thousands) Useful Life September 30, 2020 December 31, 2019 Leasehold improvements shorter of useful life or lease term $ 3,620 $ 3,620 Asset retirement costs 1-5 1,922 1,922 Paging and computer equipment 1-5 94,171 96,562 Furniture, fixtures and vehicles 3-5 3,416 3,716 Total property and equipment 103,129 105,820 Accumulated depreciation (96,196) (97,820) Total property and equipment, net $ 6,933 $ 8,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Net Consolidated Balance of Amortizable Intangible Assets | The net consolidated balance of intangible assets consisted of the following at September 30, 2020: (Dollars in thousands) Useful Life Gross Carrying Accumulated Net Balance Customer relationships 10 $ 25,002 $ (23,960) $ 1,042 Total amortizable intangible assets $ 25,002 $ (23,960) $ 1,042 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Changes in Asset Retirement Obligation Liabilities | The components of the changes in the asset retirement obligation liabilities were: (Dollars in thousands) Short-Term Long-Term Total Balance at January 1, 2020 $ 90 $ 6,061 $ 6,151 Accretion (29) 382 353 Amounts paid (196) — (196) Reclassifications 320 (320) — Balance at September 30, 2020 $ 185 $ 6,123 $ 6,308 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Cash Dividends Declared | The following table details our cash dividends declared in 2020. Cash dividends paid as disclosed in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 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 26, 2020 March 16, 2020 March 30, 2020 $ 0.125 $ 2,488 April 29, 2020 May 25, 2020 June 24, 2020 0.125 2,491 July 29, 2020 August 17, 2020 September 10, 2020 0.125 2,494 Total $ 0.375 $ 7,473 (1) The total declared reflects the cash dividends declared in relation to common stock, DSUs and unvested RSUs. |
Basic and Diluted Net Income (Loss) Per Common Shares | The components of basic and diluted net income (loss) per common share were as follows for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except for share and per share amounts) 2020 2019 2020 2019 Numerator: Net income (loss) $ 3,165 $ (1,326) $ 2,384 $ (1,255) Denominator: Basic and diluted weighted average outstanding shares of common stock 19,051,502 19,086,811 19,008,969 19,166,812 Diluted weighted average outstanding shares of common stock 19,208,452 19,086,811 19,273,243 19,166,812 Basic net income (loss) per common share $ 0.17 $ (0.07) $ 0.13 $ (0.07) Diluted net income (loss) per common share $ 0.16 $ (0.07) $ 0.12 $ (0.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2020 and 2019 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 September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Restricted stock units — 129,973 — 179,576 |
Activities Under Equity Plan | The following table summarizes the activities under the 2012 Equity Plan from January 1, 2020 through September 30, 2020: Activity Shares of common stock available at January 1, 2020 646,480 Additional shares available for issuance under the 2020 Equity Plan 1,600,000 RSU, DSU, and restricted stock awarded to eligible employees, net of forfeitures (541,798) Total common stock available at September 30, 2020 1,704,682 The following table summarizes the activities under the ESPP from January 1, 2020 through September 30, 2020: Activity Total ESPP equity securities available at January 1, 2020 184,860 ESPP common stock purchased by eligible employees (18,586) Total ESPP securities available at September 30, 2020 166,274 |
Summary of Outstanding RSUs | The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plans for the nine months ended September 30, 2020: Shares Weighted- Unvested at January 1, 2020 419,426 $ 14.00 Granted 577,805 12.06 Vested (32,384) 13.63 Forfeited (36,007) 12.51 Unvested at September 30, 2020 928,840 $ 12.86 |
Stock Based Compensation Expense | The following table reflects the items for stock-based compensation expense on the Condensed Consolidated Statements of Operations for the periods stated: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2020 2019 2020 2019 Performance-based RSUs $ 664 $ 397 $ 1,524 $ 939 Time-based RSUs, DSUs and restricted stock 929 546 2,556 1,520 ESPP 23 21 80 62 Total stock-based compensation $ 1,616 $ 964 $ 4,160 $ 2,521 |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) message in Millions | 9 Months Ended |
Sep. 30, 2020message | |
Accounting Policies [Abstract] | |
Monthly messages sent through company solutions (more than) | 100 |
Significant Accounting Polici_2
Significant Accounting Policies Update (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Capitalized software | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 3 years |
Revenue, Deferred Revenue And_3
Revenue, Deferred Revenue And Prepaid Commissions - Additional Information and Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)revenue_component | Sep. 30, 2019USD ($) | |
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | $ 37,693 | $ 39,453 | $ 110,699 | $ 120,741 |
Deferred revenue recognized from previous period | 25,000 | |||
Remaining performance obligation | 51,700 | 51,700 | ||
United States | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 36,819 | 38,312 | 108,650 | 116,525 |
International | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 874 | 1,141 | 2,049 | 4,216 |
Wireless products and services | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 20,828 | 21,814 | 63,293 | 66,552 |
License | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 1,988 | 2,723 | 3,692 | 7,239 |
Services | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 4,772 | 4,202 | 13,132 | 14,242 |
Hardware | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 554 | 689 | 1,880 | 2,493 |
Subscription | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 24 | 0 | $ 24 | 0 |
Maintenance | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Typical duration of revenue recognition | Maintenance revenue is for ongoing support of our software solutions or related equipment and access to when-and-if available software updates. | |||
Total revenue | $ 9,527 | $ 10,025 | $ 28,678 | $ 30,215 |
Wireless | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue primary component | revenue_component | 2 | |||
Software | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue primary component | revenue_component | 2 |
Revenue, Deferred Revenue And_4
Revenue, Deferred Revenue And Prepaid Commissions - Deferred Revenues (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Contract With Customer, Asset And Liability [Roll Forward] | |
December 31, 2019 | $ 26,621 |
Additions | 49,477 |
Revenue Recognized | (46,797) |
September 30, 2020 | $ 29,301 |
Revenue, Deferred Revenue And_5
Revenue, Deferred Revenue And Prepaid Commissions - Prepaid Commissions (Details) - Prepaid Commissions $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Capitalized Contract Cost | |
December 31, 2019 | $ 2,431 |
Additions | 2,974 |
Commissions Recognized | (3,123) |
September 30, 2020 | $ 2,282 |
Revenue, Deferred Revenue And_6
Revenue, Deferred Revenue And Prepaid Commissions - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 51.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 38.4 |
Remaining performance obligation, period | 12 months |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020renewal | |
Lessee, Lease, Description [Line Items] | |
Termination term | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 1 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 5 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,423 | $ 1,285 | $ 4,197 | $ 4,008 |
Short-term lease cost | 2,108 | 2,255 | 6,122 | 6,427 |
Short-term lease cost - related party | 892 | 895 | 2,681 | 2,718 |
Total lease cost | 4,423 | $ 4,435 | $ 13,000 | $ 13,153 |
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 1,416 | |||
Weighted-average remaining lease term - operating leases | 5 years 1 month 28 days | 5 years 1 month 28 days | ||
Weighted-average discount rate - operating leases | 5.24% | 5.24% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
For the remaining three months ending December 31, 2020 | $ 1,431 |
2021 | 4,948 |
2022 | 3,270 |
2023 | 2,170 |
2024 | 1,559 |
Thereafter | 3,731 |
Total future lease payments | 17,109 |
Imputed interest | (2,123) |
Total | $ 14,986 |
Consolidated Financial Statem_3
Consolidated Financial Statement Components - Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 1,170 | $ 1,542 | $ 3,903 | $ 4,710 |
Amortization | 1,047 | 625 | 2,297 | 1,875 |
Accretion | 118 | 138 | 353 | 414 |
Total depreciation, amortization and accretion expense | 2,335 | 2,305 | 6,553 | 6,999 |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 13 | 14 | 43 | 50 |
Asset retirement costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | (161) | (191) | (482) | (575) |
Paging and computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 1,237 | 1,627 | 4,110 | 4,950 |
Furniture, fixtures and vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 81 | $ 92 | $ 232 | $ 285 |
Consolidated Financial Statem_4
Consolidated Financial Statement Components - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2 | $ 1.3 |
Unbilled receivables | $ 8.3 | $ 6.4 |
Consolidated Financial Statem_5
Consolidated Financial Statement Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 103,129 | $ 105,820 |
Accumulated depreciation | (96,196) | (97,820) |
Total property and equipment, net | 6,933 | 8,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,620 | 3,620 |
Asset retirement costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,922 | 1,922 |
Asset retirement costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 1 year | |
Asset retirement costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Paging and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 94,171 | 96,562 |
Paging and computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 1 year | |
Paging and computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Furniture, fixtures and vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,416 | $ 3,716 |
Furniture, fixtures and vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Furniture, fixtures and vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years |
Consolidated Financial Statem_6
Consolidated Financial Statement Components - Capitalized Software Development (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized software development costs, additions | $ 2,900,000 | $ 0 | $ 8,200,000 | $ 0 | |
Amortization expense | $ 400,000 | $ 400,000 | $ 0 | ||
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Useful Life (In Years) | 10 years |
For the remaining three months ending December 31, 2020 | $ 0.6 |
For the year ending December 31, 2021 | $ 0.4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Net Consolidated Balance of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (In Years) | 10 years | |
Gross Carrying Amount | $ 25,002 | |
Accumulated Amortization | (23,960) | |
Net Balance | $ 1,042 | $ 2,917 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (In Years) | 10 years | |
Gross Carrying Amount | $ 25,002 | |
Accumulated Amortization | (23,960) | |
Net Balance | $ 1,042 |
Asset Retirement Obligations -
Asset Retirement Obligations - Changes in Asset Retirement Obligation Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Balance at January 1, 2020 | $ 6,151 | |||
Accretion | $ 118 | $ 138 | 353 | $ 414 |
Amounts paid | (196) | |||
Reclassifications | 0 | |||
Balance at September 30, 2020 | 6,308 | 6,308 | ||
Short-Term Portion | ||||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Balance at January 1, 2020 | 90 | |||
Accretion | (29) | |||
Amounts paid | (196) | |||
Reclassifications | 320 | |||
Balance at September 30, 2020 | 185 | 185 | ||
Long-Term Portion | ||||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Balance at January 1, 2020 | 6,061 | |||
Accretion | 382 | |||
Amounts paid | 0 | |||
Reclassifications | (320) | |||
Balance at September 30, 2020 | $ 6,123 | $ 6,123 |
Asset Retirement Obligations _2
Asset Retirement Obligations - Additional Information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Asset Retirement Obligation Disclosure [Abstract] | |
Estimated liability | $ 7.6 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Oct. 28, 2020 | Jul. 28, 2020 | Dec. 31, 2019 | May 16, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock authorized (shares) | 75,000,000 | |||||
Common stock par value (usd per share) | $ 0.0001 | |||||
Preferred stock authorized (shares) | 25,000,000 | |||||
Preferred stock par value (usd per share) | $ 0.0001 | |||||
Options outstanding (shares) | 0 | 0 | ||||
Common stock outstanding (shares) | 19,052,011 | 19,071,614 | ||||
Preferred stock outstanding (shares) | 0 | 0 | ||||
Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividend rate (usd per share) | $ 0.125 | |||||
Dividends declared | $ 2.4 | |||||
Unvested RSUs, DSUs and Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments other than options, nonvested (shares) | 928,840 | |||||
Restricted Stock and Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments other than options, nonvested (shares) | 419,426 | |||||
2012 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 2,194,986 | |||||
2012 Equity Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2012 Equity Plan | Contingent RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Equity instruments other than options, nonvested (shares) | 475,837 | |||||
2012 Equity Plan | Non-contingent RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2012 Equity Plan | Unvested RSUs, DSUs and Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments other than options, nonvested (shares) | 923,090 | |||||
2012 Equity Plan | Restricted Stock and Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized, share-based awards other than options | $ 5.4 | |||||
Weighted-average period over which cost is expected to be recognized | 1 year 8 months 12 days | |||||
2020 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 1,699,950 | |||||
2020 Equity Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2020 Equity Plan | Contingent RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2020 Equity Plan | Non-contingent RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 250,000 | |||||
Award required holding period | 2 years | |||||
Stock purchased during period (shares) | 18,586 | 9,876 | ||||
Stock purchased during period, value | $ 0.2 | $ 0.1 | ||||
ESPP | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Offering period, maximum | 6 months |
Stockholders' Equity - Cash Div
Stockholders' Equity - Cash Dividends Declared to Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Per Share Amount (usd per share) | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 |
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Per Share Amount (usd per share) | $ 0.375 | |||
Total Declared | $ 7,473 | |||
Installment One | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Declaration Date | Feb. 26, 2020 | |||
Record Date | Mar. 16, 2020 | |||
Payment Date | Mar. 30, 2020 | |||
Per Share Amount (usd per share) | $ 0.125 | |||
Total Declared | $ 2,488 | |||
Installment Two | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Declaration Date | Apr. 29, 2020 | |||
Record Date | May 25, 2020 | |||
Payment Date | Jun. 24, 2020 | |||
Per Share Amount (usd per share) | $ 0.125 | |||
Total Declared | $ 2,491 | |||
Installment Three | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Declaration Date | Jul. 29, 2020 | |||
Record Date | Aug. 17, 2020 | |||
Payment Date | Sep. 10, 2020 | |||
Per Share Amount (usd per share) | $ 0.125 | |||
Total Declared | $ 2,494 |
Stockholders' Equity - Basic an
Stockholders' Equity - Basic and Diluted Net Income (Loss) Per Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net income (loss) | $ 3,165 | $ 3,759 | $ (4,540) | $ (1,326) | $ (670) | $ 741 | $ 2,384 | $ (1,255) |
Denominator: | ||||||||
Basic and diluted weighted average outstanding shares of common stock (in shares) | 19,051,502 | 19,086,811 | 19,008,969 | 19,166,812 | ||||
Diluted weighted average outstanding shares of common stock (in shares) | 19,208,452 | 19,086,811 | 19,273,243 | 19,166,812 | ||||
Basic net income (loss) per common share (usd per share) | $ 0.17 | $ (0.07) | $ 0.13 | $ (0.07) | ||||
Diluted net income (loss) per common share (usd per share) | $ 0.16 | $ (0.07) | $ 0.12 | $ (0.07) |
Stockholders' Equity - Antidilu
Stockholders' Equity - Antidilutive Securities Excluded from Computation of Net Income Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||||
Anti-dilutive securities | $ 0 | $ 129,973 | $ 0 | $ 179,576 |
Stockholders' Equity - Activiti
Stockholders' Equity - Activities Under Equity Plan (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
2020 Equity Plan | ||
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | ||
Additional shares available for issuance under the 2020 Equity Plan (in shares) | 1,600,000 | |
ESPP | ||
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | ||
Shares available for grant (shares) | 184,860 | |
ESPP common stock purchased by eligible employees (shares) | (18,586) | (9,876) |
Shares available for grant (shares) | 166,274 | |
Unvested RSUs, DSUs and Restricted Stock | 2012 Equity Plan | ||
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | ||
Shares available for grant (shares) | 646,480 | |
Shares available for grant (shares) | 1,704,682 | |
Eligible Employees | Unvested RSUs, DSUs and Restricted Stock | 2012 Equity Plan | ||
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | ||
RSU and restricted stock awarded to eligible employees, net of forfeitures (shares) | (541,798) |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Outstanding RSUs (Details) - Restricted Stock and Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Beginning Balance (shares) | shares | 419,426 |
Granted (shares) | shares | 577,805 |
Vested (shares) | shares | (32,384) |
Forfeited (shares) | shares | (36,007) |
Weighted- Average Grant Date Fair Value | |
Beginning Balance (usd per share) | $ 14 |
Granted (usd per share) | 12.06 |
Vested (usd per share) | 13.63 |
Forfeited (usd per share) | 12.51 |
Ending Balance (usd per share) | $ 12.86 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,616 | $ 964 | $ 4,160 | $ 2,521 |
Performance-based RSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 664 | 397 | 1,524 | 939 |
Time-based RSUs, DSUs and restricted stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 929 | 546 | 2,556 | 1,520 |
ESPP | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 23 | $ 21 | $ 80 | $ 62 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Deferred income tax assets, net | $ 48,308,000 | $ 48,983,000 | |
Valuation allowance | 0 | $ 0 | |
Decrease in deferred tax assets | 700,000 | ||
CARES Act | |||
Income Tax Contingency [Line Items] | |||
Deferred payroll taxes, CARES Act | 1,200,000 | ||
Tax credits | 1,200,000 | ||
Alternative minimum tax credits received | $ 1,300,000 | ||
CARES Act | Minimum | Forecast | |||
Income Tax Contingency [Line Items] | |||
Deferred payroll taxes | $ 1,500,000 | ||
Tax credits | 1,200,000 | ||
CARES Act | Maximum | Forecast | |||
Income Tax Contingency [Line Items] | |||
Deferred payroll taxes | 2,500,000 | ||
Tax credits | $ 1,500,000 |
Related Parties (Details)
Related Parties (Details) - Director - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Site rent expense | $ 0.9 | $ 0.9 | $ 2.7 | $ 2.7 |
Revenue from related parties | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.5 |