Stockholders’ Equity — 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.

Changes in Stockholders’ Equity. Changes in stockholders’ equity for the nine months ended September 30, 2013 consisted of:



	(Dollars in thousands)
Balance at January 1, 2013	$	251,419
Net income for the nine months ended September 30, 2013	19,515
Cash dividends declared	(8,323		)
Amortization of stock based compensation	2,200
Issued, purchased, retired common stock, and other	(972		)
Balance at September 30, 2013	$	263,839

General. At September 30, 2013 and December 31, 2012, there were 21,646,075 and 21,701,353 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding.

At September 30, 2013 and 2012, we had no stock options outstanding.

The following table summarizes the activities under the 2012 Equity Plan from inception through September 30, 2013:



	Activity
Total equity securities available at May 16, 2012	2,194,986
Add: 2011 LTIP RSUs forfeited by eligible employees	126,489
Add: Restricted Stock forfeited by non-executive members of the Board of Directors	2,452
Less: 2011 LTIP RSUs awarded to eligible employees
Wireless operations	(392,719	)
Software operations	(164,765	)
Less: Restricted Stock awarded to non-executive members of the Board of Directors	(23,278	)
Less: Short-Term Incentive Plan (“STIP”) common stock awarded to an eligible employee	(41,702	)
Total equity securities available at September 30, 2013	1,701,463

2009 LTIP. On December 31, 2012, the cash and equity awards under the 2009 LTIP vested when the pre-established performance goals were achieved. After the filing of the 2012 Annual Report, the Company converted 258,730 RSUs into shares of common stock under the 2004 Equity Plan on April 19, 2013 and paid $1.5 million in accumulated cash dividends earned on the RSUs to the eligible employees on April 26, 2013. The cash awards totaling $3.0 million under the 2009 LTIP were also paid to the eligible employees on April 26, 2013. These amounts were reflected in accounts payable and accrued liabilities and accrued compensation and benefits, respectively, as of December 31, 2012.

2011 LTIP. During the first quarter of 2013, our Board of Directors awarded 20,676 RSUs to eligible employees in the software operations, partially offset by 2,781 RSUs forfeited by a former employee in the software operations. During the second quarter of 2013, our Board of Directors awarded 3,518 RSUs to an eligible employee in the software operations. During the third quarter of 2013, our Board of Directors awarded 17,898 RSUs to eligible employees in the software operations, offset by 19,725 RSUs forfeited by former employees in the software operations under the 2011 LTIP. The Board of Directors granted these RSUs under the 2012 Equity Plan pursuant to a Restricted Stock Agreement. At September 30, 2013, 252,552 RSUs were outstanding for the software operations.

On January 22, 2013 (the grant date) and effective for January 1, 2013, our Board of Directors awarded 253,739 RSUs to eligible employees in the wireless operations under the 2011 LTIP. The Board of Directors granted these RSUs under the 2012 Equity Plan pursuant to a Restricted Stock Agreement.

On July 23, 2013 (the grant date), the Board of Directors awarded the President and Chief Executive Officer (“CEO”) an additional 138,980 RSUs under the 2011 LTIP pursuant to his amended employment agreement dated July 29, 2013. The RSUs were granted under the 2012 Equity Plan.

On July 26, 2013, 2,689 RSUs were forfeited by a former employee in the wireless operations. At September 30, 2013, 390,030 RSUs were outstanding for the wireless operations.

The following table details activities with respect to outstanding RSUs under the 2011 LTIP for the three months ended September 30, 2013:



	Shares		Weighted- Average Grant Date Fair Value		Total Unrecognized Compensation Cost (net of estimated forfeitures) (In thousands)		Weighted-Average Period Over Which Cost is Expected to be Recognized (In months)
Non-vested RSUs at July 1, 2013	508,118		$	11.23
Granted	156,878		15.44
Vested	—		—
Forfeited	(22,414	)	11.20
Non-vested RSUs at September 30, 2013	642,582		$	12.26	$	4,598	15

Board of Directors Equity Compensation. On August 1, 2007, for periods of service beginning on July 1, 2007, our Board of Directors approved that, in lieu of RSUs, each non-executive director will be granted in arrears on the first business day following the quarter of service, restricted stock under the 2004 Equity Plan or the 2012 Equity Plan for their service on the Board of Directors and committees thereof. The restricted stock will be granted quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $40,000 per year of restricted stock ($50,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for restricted stock granted before May 16, 2012 or the 2012 Equity Plan for grants on or after May 16, 2012) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $40,000 per year ($50,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.

On July 23, 2013, for the period of service beginning on July 1, 2013, our Board of Directors approved a change in the non-executive directors’ compensation plan. The non-executive directors will receive restricted stock quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2012 Equity Plan) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. The non-executive directors are required to hold shares of common stock and/or restricted stock equal to three times their annual cash compensation ($135,000 for each non-executive director and $165,000 for the Chair of the Audit Committee) as measured on June 30^th of each year. Should the value of the non-executive director’s holdings fall below the established minimum, the non-executive director will be deemed in compliance with the requirement provided that the non-executive director retained shares equal to the total number of restricted stock granted during the preceding three years. All non-executive directors will have a three year grace period to reach this ownership threshold. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $45,000 per year ($55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.

The following table details information on the restricted stock awarded to or vested by the non-executive directors in 2012 and 2013:



Service for the three months ended	Grant Date	Price Per Share⁽¹⁾		Restricted Stock Awarded	Restricted Stock Vested⁽²⁾		Vesting Date	Restricted Stock Awarded and Outstanding ⁽²⁾	Cash Dividends Paid⁽³⁾
December 31, 2011	January 3, 2012	$	13.87	3,785	(3,785	)	January 2, 2013	—	$	2,839
March 31, 2012	April 2, 2012	13.93		3,769	(3,769	)	April 1, 2013	—	2,356
June 30, 2012	July 2, 2012	12.86		4,084	(4,084	)	July 1, 2013	—	2,042
September 30, 2012	October 1, 2012	11.87		5,263	(4,421	)	October 1, 2013	—	2,211
December 31, 2012	January 2, 2013	11.68		5,350	—			4,494	—
March 31, 2013	April 1, 2013	13.27		4,712	—			3,958	—
June 30, 2013	July 1, 2013	13.57		4,606	—			3,869	—
September 30, 2013	October 1, 2014	14.16		6,266	—			6,266	—
Total				37,835	(16,059	)		18,587	$	9,448

(1)The quarterly restricted stock awarded is based on the price per share of our common stock on the last trading day prior to the quarterly award date.

(2)The difference between restricted stock awarded and restricted stock awarded and outstanding is due to Mr. Heim's forfeitures of 2,452 restricted stock

due to his voluntary resignation to the Board.

(3)Amount excludes interest earned and paid upon vesting of shares of restricted stock.

Board of Directors Common Stock. No directors have elected common stock in lieu of cash payments for their services during the nine months ended September 30, 2013.

The following table reflects the stock based compensation expense for the awards under the Equity Plans:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Equity Awards	2013		2012		2013		2012
			(Dollars in thousands)
2009 LTIP	$	—	$	241	$	—	$	655
2011 LTIP - Wireless Operations	702		—		1,378		—
2011 LTIP - Software Operations	204		167		662		90
Board of Directors Compensation	40		52		160		157
Total stock based compensation	$	946	$	460	$	2,200	$	902

The 2009 LTIP vested on December 31, 2012, as such, no stock based compensation expense was incurred in 2013. The 2011 LTIP was awarded to the eligible employees in the wireless operations effective for January 1, 2013, which resulted in an increase in stock based compensation expense in 2013. Stock based compensation expense for the nine months ended September 30, 2012 in software operations reflects forfeitures under the 2011 LTIP associated with the departure of two former executives.

Cash Dividends to Stockholders. The following table details our cash dividend payments made in 2013. Cash dividends paid as disclosed in the statements of cash flows for the nine months ended September 30, 2013 and 2012 included previously declared cash dividends on shares of vested restricted stock issued to our non-executive directors and vested RSUs issued to eligible employees under the 2009 LTIP. Cash dividends on the RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited.



Declaration Date	Record Date	Payment Date	Per Share Amount		Total Payment⁽¹⁾
					(Dollars in thousands)
March 4	March 15	March 29	$	0.125	$	2,682
		April 26			1,513		⁽²⁾
May 9	May 20	June 25	0.125		2,705
August 1	August 19	September 10	0.125		2,706
Total			$	0.375	$	9,606


⁽¹⁾	The total payment reflects the cash dividends paid in relation to common stock, vested restricted stock and vested RSUs.


⁽²⁾	The payment reflects the accumulated cash dividends earned on vested RSUs associated with the 2009 LTIP.

Future Cash Dividends to Stockholders. On November 5, 2013, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock, with a record date of November 20, 2013, and a payment date of December 10, 2013. This cash dividend of approximately $2.7 million will be paid from available cash on hand.

Common Stock Repurchase Program. On July 31, 2008, our Board of Directors approved a program to repurchase up to $50.0 million of our common stock in the open market during the twelve-month period commencing on or about August 5, 2008. This program has been extended at various times, most recently through December 31, 2013 with a repurchase authority of $25.0 million. We made no common stock repurchases during the nine months ended September 30, 2013. There is approximately $17.0 million of common stock repurchase authority remaining under the program as of September 30, 2013.

Repurchased shares of our common stock were accounted for as a reduction to common stock and additional paid-in-capital in the period in which the repurchase occurred. All repurchased shares of common stock are returned to the status of authorized, but unissued, shares of the Company.

Additional Paid-in Capital. For the nine months ended September 30, 2013, additional paid-in capital increased by $1.2 million to $126.4 million at September 30, 2013 from $125.2 million at December 31, 2012. The increase in the nine months ended September 30, 2013 was due primarily to amortization of stock based compensation and a net settlement of common stock awards under the 2012 STIP and the 2009 LTIP.

Net Income per Common Share. Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the “treasury stock” method. During the second quarter of 2013, we acquired a net total of 108,459 shares of common stock after settling vested awards under the 2012 STIP and the 2009 LTIP. These shares of common stock acquired were retired and excluded from our reported outstanding share balance as of September 30, 2013. The components of basic and diluted net income per common share were as follows for the periods stated:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2013		2012		2013		2012
	(Dollars in thousands, except share and per share amounts)
Net income	$	5,762	$	8,048	$	19,515	$	24,957
Weighted average shares of common stock outstanding	21,629,289		21,973,473		21,653,692		22,069,785
Dilutive effect of restricted stock and RSUs	289,949		426,461		262,371		464,342
Weighted average shares of common stock and common stock equivalents	21,919,238		22,399,934		21,916,063		22,534,127
Net income per common share
Basic	$	0.27	$	0.37	$	0.90	$	1.13
Diluted	$	0.26	$	0.36	$	0.89	$	1.11