Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | 5911 Kingstown Village Pkwy, 6th Floor | |
Entity Address, City or Town | Alexandria, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22315 | |
City Area Code | 800 | |
Local Phone Number | 611-8488 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SPOK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,481,429 | |
Entity Central Index Key | 0001289945 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 37,461 | $ 48,729 |
Short-term investments | 29,998 | 29,995 |
Accounts receivable, net | 26,979 | 29,934 |
Prepaid expenses | 9,169 | 8,958 |
Other current assets | 896 | 1,269 |
Total current assets | 104,503 | 118,885 |
Non-current assets: | ||
Property and equipment, net | 7,834 | 7,815 |
Operating lease right-of-use assets | 16,113 | 14,016 |
Capitalized software development, net | 14,638 | 10,179 |
Goodwill | 99,175 | 99,175 |
Intangible assets, net | 0 | 417 |
Deferred income tax assets, net | 26,739 | 25,826 |
Other non-current assets | 750 | 978 |
Total non-current assets | 165,249 | 158,406 |
Total assets | 269,752 | 277,291 |
Current liabilities: | ||
Accounts payable | 4,521 | 6,685 |
Accrued compensation and benefits | 15,190 | 14,103 |
Deferred revenue | 26,767 | 27,686 |
Operating lease liabilities | 5,643 | 5,264 |
Other current liabilities | 5,239 | 3,702 |
Total current liabilities | 57,360 | 57,440 |
Non-current liabilities: | ||
Asset retirement obligations | 7,450 | 7,289 |
Operating lease liabilities | 11,951 | 9,456 |
Other non-current liabilities | 1,377 | 2,493 |
Total non-current liabilities | 20,778 | 19,238 |
Total liabilities | 78,138 | 76,678 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 2 | 2 |
Additional paid-in capital | 96,088 | 91,780 |
Accumulated other comprehensive loss | (1,598) | (1,452) |
Retained earnings | 97,122 | 110,283 |
Total stockholders’ equity | 191,614 | 200,613 |
Total liabilities and stockholders' equity | $ 269,752 | $ 277,291 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 35,851 | $ 37,693 | $ 107,610 | $ 110,699 |
Operating expenses: | ||||
Cost of revenue (exclusive of items shown separately below) | 7,520 | 6,544 | 21,734 | 20,709 |
Research and development | 4,178 | 3,459 | 12,962 | 11,662 |
Technology operations | 7,439 | 7,357 | 21,778 | 22,472 |
Selling and marketing | 5,165 | 4,272 | 15,045 | 14,463 |
General and administrative | 12,538 | 10,994 | 35,245 | 33,056 |
Depreciation, amortization and accretion | 2,568 | 2,335 | 7,752 | 6,553 |
Total operating expenses | 39,408 | 34,961 | 114,516 | 108,915 |
Operating (loss) income | (3,557) | 2,732 | (6,906) | 1,784 |
Interest income | 141 | 127 | 263 | 636 |
Other income | 10 | 151 | 13 | 113 |
(Loss) income before income taxes | (3,406) | 3,010 | (6,630) | 2,533 |
Benefit from (provision for) income taxes | 912 | 155 | 1,120 | (149) |
Net (loss) income | $ (2,494) | $ 3,165 | $ (5,510) | $ 2,384 |
Basic net (loss) income per common share (in usd per share) | $ (0.13) | $ 0.17 | $ (0.28) | $ 0.13 |
Diluted net (loss) income per common share (in usd per share) | $ (0.13) | $ 0.16 | $ (0.28) | $ 0.12 |
Basic weighted average common shares outstanding (in shares) | 19,464,893 | 19,051,502 | 19,378,543 | 19,008,969 |
Diluted weighted average common shares outstanding (in shares) | 19,464,893 | 19,208,452 | 19,378,543 | 19,273,243 |
Cash dividends declared per common share (in usd per share) | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 |
Wireless | ||||
Revenue: | ||||
Total revenue | $ 19,644 | $ 20,828 | $ 59,623 | $ 63,293 |
Software | ||||
Revenue: | ||||
Total revenue | $ 16,207 | $ 16,865 | $ 47,987 | $ 47,406 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (2,494) | $ 3,165 | $ (5,510) | $ 2,384 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (163) | 62 | (146) | (55) |
Other comprehensive (loss) income | (163) | 62 | (146) | (55) |
Comprehensive (loss) income | $ (2,657) | $ 3,227 | $ (5,656) | $ 2,329 |
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 (in 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 income (loss) | (4,539) | (4,539) | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 1,918 | |||||
Issuance of restricted stock under the 2012 Equity Plan and other | 19 | 19 | ||||
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) | ||||
Cumulative translation adjustment | (220) | (220) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 18,993,551 | |||||
Ending balance at Mar. 31, 2020 | 242,780 | $ 2 | 85,332 | 157,446 | ||
Beginning balance (in 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 income (loss) | 2,384 | |||||
Cumulative translation adjustment | (55) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 19,052,011 | |||||
Ending balance at Sep. 30, 2020 | 248,022 | $ 2 | 88,641 | 159,379 | ||
Beginning balance (in 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 income (loss) | 3,759 | 3,759 | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 30,244 | |||||
Issuance of restricted stock under the 2012 Equity Plan and other | 168 | 166 | 2 | |||
Amortization of stock-based compensation | 1,362 | 1,362 | ||||
Cash dividends declared | (2,491) | (2,491) | ||||
Cumulative translation adjustment | 103 | 103 | ||||
Ending balance (in 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 income (loss) | 3,165 | 3,165 | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 28,216 | |||||
Issuance of restricted stock under the 2012 Equity Plan and other | (8) | (8) | ||||
Amortization of stock-based compensation | 1,616 | 1,616 | ||||
Cash dividends declared | (2,494) | (2,494) | ||||
Cumulative translation adjustment | 62 | 62 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 19,052,011 | |||||
Ending balance at Sep. 30, 2020 | 248,022 | $ 2 | 88,641 | 159,379 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 19,384,192 | |||||
Beginning balance at Dec. 31, 2020 | 200,613 | $ 2 | 90,328 | 110,283 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (2,297) | (2,297) | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 20,952 | |||||
Purchase of common stock for tax withholding (shares) | (132,281) | |||||
Purchase of common stock for tax withholding | (1,444) | (1,444) | ||||
Amortization of stock-based compensation | 2,239 | 2,239 | ||||
Cash dividends declared | (2,553) | (2,553) | ||||
Issuance of common stock in lieu of cash compensation (in shares) | 50,741 | |||||
Cumulative translation adjustment | 14 | 14 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 19,323,604 | |||||
Ending balance at Mar. 31, 2021 | 196,572 | $ 2 | 91,137 | 105,433 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 19,384,192 | |||||
Beginning balance at Dec. 31, 2020 | 200,613 | $ 2 | 90,328 | 110,283 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (5,510) | |||||
Cumulative translation adjustment | (146) | |||||
Ending balance at Sep. 30, 2021 | 191,614 | $ 2 | 94,490 | 97,122 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 19,323,604 | |||||
Beginning balance at Mar. 31, 2021 | 196,572 | $ 2 | 91,137 | 105,433 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (719) | (719) | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 39,010 | |||||
Issuance of restricted stock under the 2012 Equity Plan and other | 132 | 132 | 0 | |||
Purchase of common stock for tax withholding (shares) | (19,874) | |||||
Purchase of common stock for tax withholding | (212) | (212) | ||||
Amortization of stock-based compensation | 1,781 | 1,781 | ||||
Cash dividends declared | (2,553) | (2,553) | ||||
Issuance of common stock in lieu of cash compensation (in shares) | 58,430 | |||||
Cumulative translation adjustment | 3 | 3 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 19,401,170 | |||||
Ending balance at Jun. 30, 2021 | 195,004 | $ 2 | 92,841 | 102,161 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (2,494) | (2,494) | ||||
Issuance of restricted stock under the 2012 equity plan and other (in shares) | 26,772 | |||||
Purchase of common stock for tax withholding (shares) | (20,439) | |||||
Purchase of common stock for tax withholding | (204) | (204) | ||||
Amortization of stock-based compensation | 2,016 | 2,016 | ||||
Cash dividends declared | (2,545) | (2,545) | ||||
Issuance of common stock in lieu of cash compensation (in shares) | 60,773 | |||||
Cumulative translation adjustment | (163) | (163) | ||||
Ending balance at Sep. 30, 2021 | $ 191,614 | $ 2 | $ 94,490 | $ 97,122 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (5,510) | $ 2,384 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 7,752 | 6,553 |
Deferred income tax (benefit) expense | (907) | 15 |
Stock-based compensation | 6,036 | 4,160 |
Provisions for doubtful accounts, service credits and other | 765 | 914 |
Changes in assets and liabilities: | ||
Accounts receivable | 2,165 | (1,019) |
Prepaid expenses and other assets | 202 | 1,726 |
Net operating lease liabilities | 778 | (50) |
Accounts payable, accrued liabilities and other | 300 | 3,591 |
Deferred revenue | (2,053) | 2,680 |
Net cash provided by operating activities | 9,528 | 20,954 |
Investing activities: | ||
Purchases of property and equipment | (3,103) | (2,824) |
Capitalized software development | (8,239) | (8,206) |
Purchase of short-term investments | (44,990) | (44,870) |
Maturity of short-term investments | 45,000 | 45,000 |
Net cash used in investing activities | (11,332) | (10,900) |
Financing activities: | ||
Cash distributions to stockholders | (7,590) | (7,388) |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 132 | 166 |
Purchase of common stock for tax withholding on vested equity awards | (1,860) | (903) |
Net cash used in financing activities | (9,318) | (8,125) |
Effect of exchange rate on cash and cash equivalents | (146) | (55) |
Net (decrease) increase in cash and cash equivalents | (11,268) | 1,874 |
Cash and cash equivalents, beginning of period | 48,729 | 47,361 |
Cash and cash equivalents, end of period | 37,461 | 49,235 |
Supplemental disclosure: | ||
Income taxes (refunds received) paid | $ (165) | $ 148 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 Spok products and services to enhance workflows for clinicians, support administrative compliance, and provide a better experience for patients. We offer a focused suite of unified clinical communication and collaboration solutions that include call center applications, 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, personal digital assistants 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. 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 those 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. Amounts shown in 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 Condensed 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 Condensed Consolidated Balance Sheets. The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2020, is unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2020, 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, 2020. 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, 2020 (the “2020 Annual Report”). The Condensed Consolidated Statements 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 ongoing 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 the 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, 2021 | |
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 2020 Annual Report, which describe key risks associated with our operations and industry. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). The Company has determined that all recent ASUs issued by the FASB are either not applicable or are expected to have minimal impact on the Company's Condensed Consolidated Financial Statements. |
Significant Accounting Policies
Significant Accounting Policies Update | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 Annual Report. |
Revenue, Deferred Revenue And P
Revenue, Deferred Revenue And Prepaid Commissions | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 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 and subscription revenues for our healthcare communications solutions, revenue from the sale of equipment that facilitates 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 that include wireless, maintenance or subscription 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) 2021 2020 2021 2020 Wireless products and services $ 19,644 $ 20,828 $ 59,623 $ 63,293 License 1,674 1,988 3,999 3,692 Services 4,159 4,772 13,378 13,132 Equipment 596 554 1,694 1,880 Subscription 133 24 268 24 Maintenance 9,645 9,527 28,648 28,678 Total revenue $ 35,851 $ 37,693 $ 107,610 $ 110,699 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, 2021, and 2020. 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) 2021 2020 2021 2020 United States $ 34,758 $ 36,819 $ 104,730 $ 108,650 International 1,093 874 2,880 2,049 Total revenue $ 35,851 $ 37,693 $ 107,610 $ 110,699 Deferred Revenues Our deferred revenues represent payments made by, or due from, customers in advance of our performance. Changes in the balance of total deferred revenue during the nine months ended September 30, 2021, are as follows: (Dollars in thousands) December 31, 2020 Additions Revenue Recognized September 30, 2021 Deferred Revenue $ 29,796 $ 45,296 $ (47,349) $ 27,743 During the nine months ended September 30, 2021, the Company recognized $20.9 million related to amounts deferred as of December 31, 2020. 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, 2021 are as follows: (Dollars in thousands) December 31, 2020 Additions Commissions Recognized September 30, 2021 Prepaid Commissions $ 2,290 $ 2,863 $ (3,273) $ 1,880 Prepaid commissions are included within prepaid expenses in the Condensed Consolidated Balance Sheets and commissions expense is included within selling and marketing in the Condensed Consolidated Statements of Operations. Remaining Performance Obligations The balance of remaining performance obligations at September 30, 2021, was $45.6 million. We expect to recognize approximately $33.1 million of our remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
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 types of 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 in 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) 2021 2020 2021 2020 Operating lease cost $ 1,651 $ 1,423 $ 4,612 $ 4,197 Short-term lease cost 2,563 2,108 7,946 6,122 Short-term lease cost - related party (1) — 892 — 2,681 Total lease cost $ 4,214 $ 4,423 $ 12,558 $ 13,000 (1) A former member of our Board of Directors, who departed the Board during the third quarter of 2020, concurrently served as a director for an entity that leases transmission tower sites to the Company. The following table presents supplemental cash flow information: For the Nine Months Ended September 30, (Dollars in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 4,125 $ 4,127 The following table presents the weighted average remaining lease term and discount rate: (Dollars in thousands) September 30, 2021 Weighted-average remaining lease term - operating leases (in years) 4.82 Weighted-average discount rate - operating leases 4.53% In March 2021, we relocated our corporate headquarters to office space located in Alexandria, Virginia, consisting of approximately 26,000 square feet of space under a lease that will expire on September 30, 2026. At that time, we recorded a $4.4 million right-of-use asset and corresponding operating lease liability for this lease. Over the life of this lease, cash payments are expected to total approximately $4.9 million. Maturities of lease liabilities as of September 30, 2021, were as follows: For the Year Ended December 31, (Dollars in thousands) 2021 (remaining three months) $ 1,637 2022 5,138 2023 3,954 2024 3,007 2025 2,197 Thereafter 3,685 Total future lease payments 19,618 Imputed interest (2,024) Total $ 17,594 |
Consolidated Financial Statemen
Consolidated Financial Statement Components | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Depreciation Leasehold improvements $ 18 $ 13 $ 52 $ 43 Asset retirement costs (22) (161) (66) (482) Paging and computer equipment 871 1,237 2,923 4,110 Furniture, fixtures and vehicles 65 81 185 232 Total depreciation 932 1,170 3,094 3,903 Amortization Intangible assets — 625 417 1,875 Capitalized software development costs 1,482 422 3,779 422 Total amortization 1,482 1,047 4,196 2,297 Accretion 154 118 462 353 Total depreciation, amortization and accretion expense $ 2,568 $ 2,335 $ 7,752 $ 6,553 Accounts Receivable, Net Accounts receivable was recorded net of an allowance of $1.4 million and $1.7 million at September 30, 2021, and December 31, 2020, respectively. Accounts receivable, net includes $8.1 million and $7.0 million of unbilled receivables at September 30, 2021, and December 31, 2020, 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, 2021 December 31, 2020 Leasehold improvements shorter of useful life or lease term $ 3,179 $ 3,628 Asset retirement costs 1-5 3,717 3,717 Paging and computer equipment 1-5 90,684 92,608 Furniture, fixtures and vehicles 3-5 3,556 3,517 Total property and equipment 101,136 103,470 Accumulated depreciation (93,302) (95,655) Total property and equipment, net $ 7,834 $ 7,815 Capitalized Software Development Capitalized software development costs at September 30, 2021, primarily consisted of costs related to the development of Spok Go and additions to its existing functionality. These costs are generally amortized on a straight-line basis over the estimated useful life of the asset, typically three years. The net consolidated balance of capitalized software development consisted of the following at September 30, 2021: (Dollars in thousands) Useful Life Gross Carrying Accumulated Net Balance Capitalized software development 3 $ 19,491 $ (4,853) $ 14,638 For the three and nine months ended September 30, 2021, capitalized software development costs were $2.6 million and $8.2 million, respectively. For the three and nine months ended September 30, 2020, capitalized software development costs were $2.9 million and $8.2 million, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the three months ended September 30, 2021, 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 As described in more detail in the 2020 Annual Report, amortizable intangible assets related primarily to customer relationships that resulted from our acquisition of Amcom Software, Inc. in 2011. These intangible assets, with an original gross carrying amount of $25.0 million, were being amortized over a period of 10 years and became fully amortized during the quarter ended March 31, 2021. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2021 | |
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 December 31, 2020 $ 335 $ 7,289 $ 7,624 Accretion (94) 556 462 Amounts paid (184) — (184) Reclassifications 395 (395) — Balance at September 30, 2021 $ 452 $ 7,450 $ 7,902 The short-term portion of the balance above is included within other current liabilities in the Condensed Consolidated Balance Sheets at September 30, 2021, and December 31, 2020. 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 $9.3 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, 2021 | |
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, 2021, and December 31, 2020, we had no stock options outstanding. At September 30, 2021, and December 31, 2020, there were 19,468,276 and 19,384,192 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. Rights Plan On September 2, 2021, the Company entered into a Rights Agreement between the Company and Computershare Trust Company, N.A., as Rights Agent (as amended from time to time, the “Rights Agreement”), that was approved by our Board of Directors. In connection with the Rights Agreement, a dividend was declared of one preferred stock purchase right (individually, a “Right” and collectively, the “Rights”) for each share of our common stock outstanding at the close of business on September 17, 2021. Each Right will entitle the registered holder thereof, after the Rights become exercisable and until August 31, 2022 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one one-tenth of a share of Series A Junior Participating Preferred Stock, par value $0.00001 per share (the “Series A Preferred”), of the Company at a price of $50.95 per one one-tenth of a share of Series A Preferred. The Rights become exercisable upon the earlier to occur of (i) the close of business on the tenth business day following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 10% (20% in the case of a passive institutional investor) or more of our common stock (an “Acquiring Person”) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of our Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in a person or group becoming an Acquiring Person. Dividends Cash distributions to stockholders, as disclosed in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021, and 2020, 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. The following table details our cash dividends declared in 2021: (Dollars in thousands) Declaration Date Record Date Payment Date Per Share Amount Total Declared (1) February 17, 2021 March 16, 2021 March 30, 2021 $ 0.125 $ 2,553 April 28, 2021 May 25, 2021 June 24, 2021 0.125 2,553 July 28, 2021 August 17, 2021 September 10, 2021 0.125 2,545 Total $ 0.375 $ 7,651 (1) The total declared reflects the cash dividends declared in relation to common stock, deferred stock units ("DSUs") and unvested RSUs. On November 3, 2021, 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, 2021, and a payment date of December 10, 2021. 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) 2021 2020 2021 2020 Numerator: Net (loss) income $ (2,494) $ 3,165 $ (5,510) $ 2,384 Denominator: Basic weighted average common shares outstanding 19,464,893 19,051,502 19,378,543 19,008,969 Diluted weighted average common shares outstanding 19,464,893 19,208,452 19,378,543 19,273,243 Basic net (loss) income per common share $ (0.13) $ 0.17 $ (0.28) $ 0.13 Diluted net (loss) income per common share $ (0.13) $ 0.16 $ (0.28) $ 0.12 For the three and nine months ended September 30, 2021, and 2020 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, 2021 2020 2021 2020 Restricted stock units 197,900 — 341,443 — Stock-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 our stockholders subsequently approved on May 16, 2012. A total of 2,194,986 shares of common stock were reserved for issuance under this plan. 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 our stockholders subsequently approved on July 28, 2020. As of that date, 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, performance awards, dividend equivalents, stock payment awards, deferred stock, DSUs, 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 participants 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 shares of common stock is made. Payment of the underlying shares of common stock 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, 2021, the aggregate amount of unvested RSUs and restricted stock outstanding under the 2012 Equity Plan was 496,211. The following table summarizes the activities under the Equity Plans from January 1, 2021, through September 30, 2021: Activity Total equity securities available at January 1, 2021 1,699,314 RSU, DSU, and restricted stock awarded to eligible employees, net of forfeitures (508,889) Issuance of common stock in lieu of cash compensation (169,944) Total equity securities available at September 30, 2021 1,020,481 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, 2021: Shares Weighted- Unvested at January 1, 2021 636,722 $ 12.16 Granted 644,339 11.02 Vested (41,760) 10.09 Forfeited (135,450) 12.14 Unvested at September, 30 2021 1,103,851 $ 11.58 Of the 1,103,851 unvested RSUs, DSUs and restricted stock outstanding at September 30, 2021, 519,832 RSUs include contingent performance requirements for vesting purposes. At September 30, 2021, there was $5.5 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. For the first three quarters of 2021, qualified employees received a portion of their compensation in the form of shares of the Company's common stock in lieu of cash. These awards were made in advance on a quarterly basis and vested immediately. For the nine months ended September 30, 2021, 169,944 shares of common stock were issued, with a weighted average grant date fair value of $10.87. Employee Stock Purchase Plan In 2016, our Board of Directors adopted the Spok Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") that our stockholders subsequently approved on July 25, 2016. A total of 250,000 shares of common stock were reserved for issuance under this plan. The 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 during 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. The Company uses the Black-Scholes model to calculate the fair value of the common stock to be purchased each offering period on the 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, 2021, and 2020, employees purchased 16,015 and 18,586 shares, respectively, of the Company's common stock for a total cost of $0.1 million and $0.2 million, respectively. The following table summarizes the activities under the ESPP from January 1, 2021, through September 30, 2021: Activity Total ESPP equity securities available at January 1, 2021 149,199 ESPP common stock purchased by eligible employees (16,015) Total ESPP securities available at September 30, 2021 133,184 Amounts withheld from participants will be classified as Accrued compensation and benefits in 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 compensation, which consist of RSUs, DSUs, restricted stock, equity in lieu of salary, 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 in 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) 2021 2020 2021 2020 Performance-based RSUs $ 447 $ 664 $ 1,202 $ 1,524 Time-based RSUs, DSUs and restricted stock 939 929 2,920 2,556 Equity in lieu of salary 607 — 1,847 — ESPP 23 23 67 80 Total stock-based compensation $ 2,016 $ 1,616 $ 6,036 $ 4,160 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
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, the Company has made use of the following provisions: • 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 due on December 31, 2021, and the remainder due on December 31, 2022. This resulted in a total deferral of approximately $2.1 million of payroll taxes under this provision, as of December 31, 2020. We do not anticipate additional deferrals in 2021. • 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 applies to the first $10,000 in qualified wages paid to each employee commencing on March 13, 2020. To be eligible, the 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 pandemic. This resulted in a total claim of approximately $1.3 million in employee retention credits under this provision as of December 31, 2020. We do not anticipate additional material employee retention credits in 2021. • 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 are 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 2021, 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 and related valuation allowance, permanent differences between book and taxable income, and certain discrete items. We had total net deferred income tax assets ("DTAs") of $26.7 million and $25.8 million at September 30, 2021, and December 31, 2020, respectively. We had a valuation allowance of $23.1 million and $22.1 million at September 30, 2021, and December 31, 2020, respectively. We assess the recoverability of our deferred income tax assets, which represent the tax benefits of future tax deductions, based on available positive and negative evidence and by considering the adequacy of future taxable income from all sources, including prudent and feasible tax planning strategies. This assessment is required to determine whether, based on all available evidence, it is "more likely than not" (meaning a probability of greater than 50%) that all or some portion of the deferred income tax assets will be realized in future periods. During the fourth quarter of each year, we update our multi-year forecast of taxable income for our operations, which assists in analyzing the recoverability of our DTAs. Deferred income tax assets which are not currently covered by a valuation allowance are those that are indefinite-lived, or whose temporary differences would reverse in the future and may result in the creation of an indefinite-lived deferred income tax asset, which we consider to be realized through future taxable income despite near term uncertainties. The amount of deferred income tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present, additional weight is given to subjective evidence such as our projections for future profitability and growth, or other relevant factors arise. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIESThere have been no material changes during the nine months ended September 30, 2021, to the commitments and contingencies previously reported in the 2020 Annual Report. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES 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, 2021, and 2020, we recognized revenues of $0.2 million related to contracts from the entity at which the individual is employed. For the nine months ended September 30, 2021, and 2020, we recognized revenues of $0.6 million and $0.5 million, respectively, related to the 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, 2021 | |
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. Amounts shown in 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 Condensed 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 Condensed Consolidated Balance Sheets. The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2020, is unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2020, 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, 2020. 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, 2020 (the “2020 Annual Report”). The Condensed Consolidated Statements 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 ongoing 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 the 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 The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). The Company has determined that all recent ASUs issued by the FASB are either not applicable or are expected to have minimal impact on the Company's Condensed Consolidated Financial Statements. |
Revenue, Deferred Revenue And_2
Revenue, Deferred Revenue And Prepaid Commissions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Wireless products and services $ 19,644 $ 20,828 $ 59,623 $ 63,293 License 1,674 1,988 3,999 3,692 Services 4,159 4,772 13,378 13,132 Equipment 596 554 1,694 1,880 Subscription 133 24 268 24 Maintenance 9,645 9,527 28,648 28,678 Total revenue $ 35,851 $ 37,693 $ 107,610 $ 110,699 For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands) 2021 2020 2021 2020 United States $ 34,758 $ 36,819 $ 104,730 $ 108,650 International 1,093 874 2,880 2,049 Total revenue $ 35,851 $ 37,693 $ 107,610 $ 110,699 |
Schedule of Deferred Revenue | Changes in the balance of total deferred revenue during the nine months ended September 30, 2021, are as follows: (Dollars in thousands) December 31, 2020 Additions Revenue Recognized September 30, 2021 Deferred Revenue $ 29,796 $ 45,296 $ (47,349) $ 27,743 |
Schedule of Deferred Commissions | Changes in the balance of total prepaid commissions during the nine months ended September 30, 2021 are as follows: (Dollars in thousands) December 31, 2020 Additions Commissions Recognized September 30, 2021 Prepaid Commissions $ 2,290 $ 2,863 $ (3,273) $ 1,880 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Operating lease cost $ 1,651 $ 1,423 $ 4,612 $ 4,197 Short-term lease cost 2,563 2,108 7,946 6,122 Short-term lease cost - related party (1) — 892 — 2,681 Total lease cost $ 4,214 $ 4,423 $ 12,558 $ 13,000 (1) A former member of our Board of Directors, who departed the Board during the third quarter of 2020, concurrently served as a director for an entity that leases transmission tower sites to the Company. The following table presents supplemental cash flow information: For the Nine Months Ended September 30, (Dollars in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 4,125 $ 4,127 The following table presents the weighted average remaining lease term and discount rate: (Dollars in thousands) September 30, 2021 Weighted-average remaining lease term - operating leases (in years) 4.82 Weighted-average discount rate - operating leases 4.53% |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2021, were as follows: For the Year Ended December 31, (Dollars in thousands) 2021 (remaining three months) $ 1,637 2022 5,138 2023 3,954 2024 3,007 2025 2,197 Thereafter 3,685 Total future lease payments 19,618 Imputed interest (2,024) Total $ 17,594 |
Consolidated Financial Statem_2
Consolidated Financial Statement Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Depreciation Leasehold improvements $ 18 $ 13 $ 52 $ 43 Asset retirement costs (22) (161) (66) (482) Paging and computer equipment 871 1,237 2,923 4,110 Furniture, fixtures and vehicles 65 81 185 232 Total depreciation 932 1,170 3,094 3,903 Amortization Intangible assets — 625 417 1,875 Capitalized software development costs 1,482 422 3,779 422 Total amortization 1,482 1,047 4,196 2,297 Accretion 154 118 462 353 Total depreciation, amortization and accretion expense $ 2,568 $ 2,335 $ 7,752 $ 6,553 |
Property, Plant and Equipment | Property and equipment, net consisted of the following as of the dates stated: (Dollars in thousands) Useful Life September 30, 2021 December 31, 2020 Leasehold improvements shorter of useful life or lease term $ 3,179 $ 3,628 Asset retirement costs 1-5 3,717 3,717 Paging and computer equipment 1-5 90,684 92,608 Furniture, fixtures and vehicles 3-5 3,556 3,517 Total property and equipment 101,136 103,470 Accumulated depreciation (93,302) (95,655) Total property and equipment, net $ 7,834 $ 7,815 |
Schedule Of Capitalized Computer Software | The net consolidated balance of capitalized software development consisted of the following at September 30, 2021: (Dollars in thousands) Useful Life Gross Carrying Accumulated Net Balance Capitalized software development 3 $ 19,491 $ (4,853) $ 14,638 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 December 31, 2020 $ 335 $ 7,289 $ 7,624 Accretion (94) 556 462 Amounts paid (184) — (184) Reclassifications 395 (395) — Balance at September 30, 2021 $ 452 $ 7,450 $ 7,902 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Cash Dividends Declared | The following table details our cash dividends declared in 2021: (Dollars in thousands) Declaration Date Record Date Payment Date Per Share Amount Total Declared (1) February 17, 2021 March 16, 2021 March 30, 2021 $ 0.125 $ 2,553 April 28, 2021 May 25, 2021 June 24, 2021 0.125 2,553 July 28, 2021 August 17, 2021 September 10, 2021 0.125 2,545 Total $ 0.375 $ 7,651 (1) The total declared reflects the cash dividends declared in relation to common stock, deferred stock units ("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) 2021 2020 2021 2020 Numerator: Net (loss) income $ (2,494) $ 3,165 $ (5,510) $ 2,384 Denominator: Basic weighted average common shares outstanding 19,464,893 19,051,502 19,378,543 19,008,969 Diluted weighted average common shares outstanding 19,464,893 19,208,452 19,378,543 19,273,243 Basic net (loss) income per common share $ (0.13) $ 0.17 $ (0.28) $ 0.13 Diluted net (loss) income per common share $ (0.13) $ 0.16 $ (0.28) $ 0.12 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2021, and 2020 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, 2021 2020 2021 2020 Restricted stock units 197,900 — 341,443 — |
Activities Under Equity Plan | The following table summarizes the activities under the Equity Plans from January 1, 2021, through September 30, 2021: Activity Total equity securities available at January 1, 2021 1,699,314 RSU, DSU, and restricted stock awarded to eligible employees, net of forfeitures (508,889) Issuance of common stock in lieu of cash compensation (169,944) Total equity securities available at September 30, 2021 1,020,481 The following table summarizes the activities under the ESPP from January 1, 2021, through September 30, 2021: Activity Total ESPP equity securities available at January 1, 2021 149,199 ESPP common stock purchased by eligible employees (16,015) Total ESPP securities available at September 30, 2021 133,184 |
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, 2021: Shares Weighted- Unvested at January 1, 2021 636,722 $ 12.16 Granted 644,339 11.02 Vested (41,760) 10.09 Forfeited (135,450) 12.14 Unvested at September, 30 2021 1,103,851 $ 11.58 |
Stock Based Compensation Expense | The following table reflects the items for stock-based compensation expense in 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) 2021 2020 2021 2020 Performance-based RSUs $ 447 $ 664 $ 1,202 $ 1,524 Time-based RSUs, DSUs and restricted stock 939 929 2,920 2,556 Equity in lieu of salary 607 — 1,847 — ESPP 23 23 67 80 Total stock-based compensation $ 2,016 $ 1,616 $ 6,036 $ 4,160 |
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, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)revenue_component | Sep. 30, 2020USD ($) | |
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | $ 35,851 | $ 37,693 | $ 107,610 | $ 110,699 |
Deferred revenue recognized from previous period | 20,900 | |||
United States | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 34,758 | 36,819 | 104,730 | 108,650 |
International | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 1,093 | 874 | 2,880 | 2,049 |
Wireless products and services | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 19,644 | 20,828 | 59,623 | 63,293 |
License | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 1,674 | 1,988 | 3,999 | 3,692 |
Services | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 4,159 | 4,772 | 13,378 | 13,132 |
Equipment | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 596 | 554 | 1,694 | 1,880 |
Subscription | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Total revenue | 133 | 24 | $ 268 | 24 |
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 | $ 9,645 | $ 9,527 | $ 28,648 | $ 28,678 |
Wireless products and services | ||||
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, 2021USD ($) | |
Contract With Customer, Asset And Liability [Roll Forward] | |
Beginning balance | $ 29,796 |
Additions | 45,296 |
Revenue Recognized | (47,349) |
Ending balance | $ 27,743 |
Revenue, Deferred Revenue And_5
Revenue, Deferred Revenue And Prepaid Commissions - Prepaid Commissions (Details) - Prepaid Commissions $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Capitalized Contract Cost | |
Beginning balance | $ 2,290 |
Additions | 2,863 |
Commissions Recognized | (3,273) |
Ending balance | $ 1,880 |
Revenue, Deferred Revenue And_6
Revenue, Deferred Revenue And Prepaid Commissions - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 45.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 33.1 |
Remaining performance obligation, period | 12 months |
Leases - Additional Information
Leases - Additional Information (Details) ft² in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)ft²renewal | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Termination term | 1 year | |
Operating lease right-of-use assets | $ 16,113 | $ 14,016 |
Lease liability | 17,594 | |
Expected cash payments | $ 19,618 | |
Building | ||
Lessee, Lease, Description [Line Items] | ||
Area of lease | ft² | 26 | |
Operating lease right-of-use assets | $ 4,400 | |
Lease liability | 4,400 | |
Expected cash payments | $ 4,900 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Number of renewal options | renewal | 1 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Number of renewal options | renewal | 5 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,651 | $ 1,423 | $ 4,612 | $ 4,197 |
Short-term lease cost | 2,563 | 2,108 | 7,946 | 6,122 |
Short-term lease cost - related party | 0 | 892 | 0 | 2,681 |
Total lease cost | $ 4,214 | $ 4,423 | 12,558 | 13,000 |
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 4,125 | $ 4,127 | ||
Weighted-average remaining lease term - operating leases (in years) | 4 years 9 months 25 days | 4 years 9 months 25 days | ||
Weighted-average discount rate - operating leases | 4.53% | 4.53% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining three months) | $ 1,637 |
2022 | 5,138 |
2023 | 3,954 |
2024 | 3,007 |
2025 | 2,197 |
Thereafter | 3,685 |
Total future lease payments | 19,618 |
Imputed interest | (2,024) |
Total | $ 17,594 |
Consolidated Financial Statem_3
Consolidated Financial Statement Components - Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 932 | $ 1,170 | $ 3,094 | $ 3,903 |
Amortization | ||||
Intangible assets | 0 | 625 | 417 | 1,875 |
Capitalized software development costs | 1,482 | 422 | 3,779 | 422 |
Total amortization | 1,482 | 1,047 | 4,196 | 2,297 |
Accretion | 154 | 118 | 462 | 353 |
Total depreciation, amortization and accretion expense | 2,568 | 2,335 | 7,752 | 6,553 |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 18 | 13 | 52 | 43 |
Asset retirement costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 22 | 161 | 66 | 482 |
Paging and computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 871 | 1,237 | 2,923 | 4,110 |
Furniture, fixtures and vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 65 | $ 81 | $ 185 | $ 232 |
Consolidated Financial Statem_4
Consolidated Financial Statement Components - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts receivable | $ 1.4 | $ 1.7 |
Unbilled receivables | $ 8.1 | $ 7 |
Consolidated Financial Statem_5
Consolidated Financial Statement Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 3 years | |
Total property and equipment | $ 101,136 | $ 103,470 |
Accumulated depreciation | (93,302) | (95,655) |
Total property and equipment, net | 7,834 | 7,815 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,179 | 3,628 |
Asset retirement costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,717 | 3,717 |
Asset retirement costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 1 year | |
Asset retirement costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 5 years | |
Paging and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 90,684 | 92,608 |
Paging and computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 1 year | |
Paging and computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 5 years | |
Furniture, fixtures and vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,556 | $ 3,517 |
Furniture, fixtures and vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 3 years | |
Furniture, fixtures and vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 5 years |
Consolidated Financial Statem_6
Consolidated Financial Statement Components - Capitalized Software Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Gross Carrying Amount | $ 19,491 | $ 19,491 | |||
Accumulated Amortization | (4,853) | (4,853) | |||
Capitalized software development, net | 14,638 | 14,638 | $ 10,179 | ||
Capitalized software development costs, additions | $ 2,600 | $ 2,900 | $ 8,200 | $ 8,200 | |
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets, gross | $ 25 |
Useful life (in years) | 10 years |
Asset Retirement Obligations -
Asset Retirement Obligations - Changes in Asset Retirement Obligation Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at December 31, 2020 | $ 7,624 |
Accretion | 462 |
Amounts paid | (184) |
Reclassifications | 0 |
Balance at September 30, 2021 | 7,902 |
Short-Term Portion | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at December 31, 2020 | 335 |
Accretion | (94) |
Amounts paid | (184) |
Reclassifications | 395 |
Balance at September 30, 2021 | 452 |
Long-Term Portion | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at December 31, 2020 | 7,289 |
Accretion | 556 |
Amounts paid | 0 |
Reclassifications | (395) |
Balance at September 30, 2021 | $ 7,450 |
Asset Retirement Obligations _2
Asset Retirement Obligations - Additional Information (Details) $ in Millions | Sep. 30, 2021USD ($) |
Asset Retirement Obligation Disclosure [Abstract] | |
Estimated liability | $ 9.3 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 02, 2021day$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Nov. 03, 2021USD ($)$ / shares | Dec. 31, 2020shares | Jul. 28, 2020shares | May 16, 2012shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized (in shares) | 75,000,000 | ||||||
Common stock par value (in usd per share) | $ / shares | $ 0.0001 | ||||||
Preferred stock authorized (in shares) | 25,000,000 | ||||||
Preferred stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.0001 | |||||
Options outstanding (in shares) | 0 | 0 | |||||
Common stock outstanding (in shares) | 19,468,276 | 19,384,192 | |||||
Preferred stock outstanding (in shares) | 0 | 0 | |||||
Number of rights issued for each share of common stock outstanding (in shares) | 1 | ||||||
Number of Series A Junior Participating Preferred Stock shares attributable to each right (in shares) | 0.10 | ||||||
Exercise price of right (in usd per share) | $ / shares | $ 50.95 | ||||||
Acquiring person, percentage of ownership threshold | 10.00% | ||||||
Acquiring person, passive institutional investor, percentage of ownership threshold | 20.00% | ||||||
Number of business days following tender or exchange offer to trigger exercisability | day | 10 | ||||||
Issuance of common stock under the employee stock purchase plan (in shares) | 16,015 | 18,586 | |||||
Issuance of common stock under the employee stock purchase plan | $ | $ 0.1 | $ 0.2 | |||||
Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend rate (in usd per share) | $ / shares | $ 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 (in shares) | 1,103,851 | 636,722 | |||||
Shares issued, weighted average grant date fair value (in usd per share) | $ / shares | $ 11.02 | ||||||
2012 Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 2,194,986 | ||||||
Shares issued (in shares) | 169,944 | ||||||
2012 Equity Plan | Contingent RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity instruments other than options, nonvested (in shares) | 519,832 | ||||||
2012 Equity Plan | Restricted Stock and Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity instruments other than options, nonvested (in shares) | 496,211 | ||||||
Compensation cost not yet recognized, share-based awards other than options | $ | $ 5.5 | ||||||
Weighted-average period over which cost is expected to be recognized | 1 year 8 months 12 days | ||||||
2012 Equity Plan | Unvested RSUs, DSUs and Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 169,944 | ||||||
2012 Equity Plan | Share-based Payment Arrangement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued, weighted average grant date fair value (in usd per share) | $ / shares | $ 10.87 | ||||||
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 | ||||||
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Per share amount (in usd per share) | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 | ||||
Total declared | $ 2,545 | $ 2,553 | $ 2,553 | $ 2,494 | $ 2,491 | $ 2,488 | ||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Per share amount (in usd per share) | $ 0.375 | |||||||
Total declared | $ 7,651 | |||||||
Common Stock | Installment One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Declaration Date | Feb. 17, 2021 | |||||||
Record Date | Mar. 16, 2021 | |||||||
Payment Date | Mar. 30, 2021 | |||||||
Per share amount (in usd per share) | $ 0.125 | |||||||
Total declared | $ 2,553 | |||||||
Common Stock | Installment Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Declaration Date | Apr. 28, 2021 | |||||||
Record Date | May 25, 2021 | |||||||
Payment Date | Jun. 24, 2021 | |||||||
Per share amount (in usd per share) | $ 0.125 | |||||||
Total declared | $ 2,553 | |||||||
Common Stock | Installment Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Declaration Date | Jul. 28, 2021 | |||||||
Record Date | Aug. 17, 2021 | |||||||
Payment Date | Sep. 10, 2021 | |||||||
Per share amount (in usd per share) | $ 0.125 | |||||||
Total declared | $ 2,545 |
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net (loss) income | $ (2,494) | $ (719) | $ (2,297) | $ 3,165 | $ 3,759 | $ (4,539) | $ (5,510) | $ 2,384 |
Denominator: | ||||||||
Basic weighted average common shares outstanding (in shares) | 19,464,893 | 19,051,502 | 19,378,543 | 19,008,969 | ||||
Diluted weighted average common shares outstanding (in shares) | 19,464,893 | 19,208,452 | 19,378,543 | 19,273,243 | ||||
Basic net (loss) income per common share (in usd per share) | $ (0.13) | $ 0.17 | $ (0.28) | $ 0.13 | ||||
Diluted net (loss) income per common share (in usd per share) | $ (0.13) | $ 0.16 | $ (0.28) | $ 0.12 |
Stockholders' Equity - Antidilu
Stockholders' Equity - Antidilutive Securities Excluded from Computation of Net Income Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Antidilutive securities restricted stock units (in shares) | 197,900 | 0 | 341,443 | 0 |
Stockholders' Equity - Activiti
Stockholders' Equity - Activities Under Equity Plan (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
2012 Equity Plan | |
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | |
Issuance of common stock in lieu of cash compensation (in shares) | (169,944) |
ESPP | |
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | |
Shares available for grant (in shares) | 149,199 |
ESPP common stock purchased by eligible employees (in shares) | (16,015) |
Shares available for grant (in shares) | 133,184 |
Unvested RSUs, DSUs and Restricted Stock | |
Share-based Compensation Arrangement By Share-based Payment Award, Shares Authorized [Roll Forward] | |
RSU, DSU, and restricted stock awarded to eligible employees (in shares) | (644,339) |
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 (in shares) | 1,699,314 |
RSU, DSU, and restricted stock awarded to eligible employees (in shares) | (508,889) |
Issuance of common stock in lieu of cash compensation (in shares) | (169,944) |
Shares available for grant (in shares) | 1,020,481 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Outstanding RSUs (Details) - Unvested RSUs, DSUs and Restricted Stock | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 636,722 |
Granted (in shares) | shares | 644,339 |
Vested (in shares) | shares | (41,760) |
Forfeited (in shares) | shares | (135,450) |
Ending balance (in shares) | shares | 1,103,851 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 12.16 |
Granted (in usd per share) | $ / shares | 11.02 |
Vested (in usd per share) | $ / shares | 10.09 |
Forfeited (in usd per share) | $ / shares | 12.14 |
Ending balance (in usd per share) | $ / shares | $ 11.58 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,016 | $ 1,616 | $ 6,036 | $ 4,160 |
Performance-based RSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 447 | 664 | 1,202 | 1,524 |
Time-based RSUs, DSUs and restricted stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 939 | 929 | 2,920 | 2,556 |
Equity in lieu of salary | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 607 | 0 | 1,847 | 0 |
ESPP | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 23 | $ 23 | $ 67 | $ 80 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Income Tax Contingency [Line Items] | ||
Deferred income tax assets, net | $ 25,826 | $ 26,739 |
Valuation allowance | 22,100 | $ 23,100 |
CARES Act | ||
Income Tax Contingency [Line Items] | ||
Deferred payroll taxes, CARES Act | 2,100 | |
Tax credits | 1,300 | |
Alternative minimum tax credits received | $ 1,300 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Director | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.5 |
Uncategorized Items - spok-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |