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 March 31, 2020 and December 31, 2019, we had no stock options outstanding.

At March 31, 2020 and December 31, 2019, there were 18,993,551 and 19,071,614 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding.

Dividends

The following table details our cash dividends declared in 2020. Cash dividends paid as disclosed in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 include previously declared cash dividends on shares of vested restricted common stock ("restricted stock") issued to our non-executive directors and dividends related to vested restricted stock units ("RSUs") issued to eligible employees. Cash dividends on RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited.



Declaration Date	Record Date	Payment Date	Per Share Amount		Total Declared⁽¹⁾
					(Dollars in thousands)
February 26, 2020	March 16, 2020	March 30, 2020	$	0.125	$	2,488
	Total		$	0.125	$	2,488

(1) The total declared reflects the cash dividends declared in relation to common stock and unvested RSUs.

On April 29, 2020, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock with a record date of May 25, 2020, and a payment date of June 24, 2020. This cash dividend of approximately $2.4 million will be paid from available cash on hand.

Net (Loss) Income per Common Share

Basic net (loss) income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the “treasury stock” method.

The components of basic and diluted net loss per common share were as follows for the periods stated:



	For the Three Months Ended March 31,
(in thousands, except for share and per share amounts)	2020			2019
Numerator:
Net (loss) income	$	(4,539	)	$	742

Denominator:
Basic and diluted weighted average outstanding shares of common stock	18,958,716			19,196,970
Diluted weighted average outstanding shares of common stock	18,958,716			19,356,712
Basic and diluted net (loss) income per common share	$	(0.24	)	$	0.04

For the three months ended March 31, 2020 and 2019 the following securities were excluded from the calculation of diluted shares outstanding as the effect would have been anti-dilutive:

Share-Based Compensation Plans

On March 23, 2012, our Board of Directors adopted the Spok Holdings, Inc. 2012 Equity Incentive Award Plan (the “Equity Plan”) that was subsequently approved by our stockholders on May 16, 2012. A total of 2,194,986 shares of common stock have been reserved for issuance under this plan. Awards under the Equity Plan may be in the form of stock options, common stock, restricted stock, RSUs, performance awards, dividend equivalents, deferred stock, deferred stock units, or stock appreciation rights. Restricted stock awards generally vest one year from the date of grant. Related dividends accumulate during the vesting period and are paid at the time of vesting. Contingent RSUs generally vest over a three-year performance period upon successful completion of the performance objectives. Non-contingent RSUs generally vest in thirds, annually, over a three-year period. Dividend equivalents rights generally accompany each RSU award and those rights accumulate and vest along with the underlying RSU.

The following table summarizes the activities under the Equity Plan from January 1, 2020 through March 31, 2020:



	Activity
Total equity securities available at January 1, 2020	646,480
RSU and restricted stock awarded to eligible employees, net of forfeitures	(497,082	)
Total equity securities available at March 31, 2020	149,398

The following table details activities with respect to outstanding RSUs and restricted stock for the three months ended March 31, 2020:



	Shares		Weighted- Average Grant Date Fair Value
Unvested at January 1, 2020	419,426		$	14.00
Granted	531,170		12.20
Vested	(8,106	)	13.26
Forfeited	(34,088	)	11.97
Unvested at March 31, 2020	908,402		$	13.03

Of the 908,402 unvested RSUs and restricted stock outstanding at March 31, 2020, 471,002 RSUs include contingent performance requirements for vesting purposes. At March 31, 2020, there was $7.9 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 2.1 years.

Employee Stock Purchase Plan. In 2016, our Board of Directors adopted the Spok Holdings, Inc. Employee Stock Purchase Plan ("ESPP") that was subsequently approved by our stockholders on July 25, 2016. A total of 250,000 shares of common stock have been reserved for issuance under this plan.

The Company's ESPP allows employees to purchase shares of common stock at a discounted rate, subject to plan limitations. Under the ESPP, eligible participants can voluntarily elect to have contributions withheld from their pay for the duration of an offering period, subject to the ESPP limits. At the end of an offering period, contributions will be used to purchase the Company's common stock at a discount to the market price based on the first or last day of the offering period, whichever is lower. Participants are required to hold common stock for a minimum period of two years from the grant date. Participants will begin earning dividends on shares after the purchase date. Each offering period will generally last for no longer than six months. Once an offering period begins, participants cannot adjust their withholding amount. If a participant chooses to withdraw, any previously withheld funds will be returned to the participant, with no stock purchased, and that participant will be eligible to participate in the ESPP at the next offering period. If the participant terminates employment with the Company during the offering period, all contributions will be returned to the employee and no stock will be purchased at a discounted rate.

The Company uses the Black-Scholes model to calculate the fair value of the common stock to be purchased each offering period on their offer date. The Black-Scholes model requires the use of estimates for the expected term, the expected volatility of the underlying common stock over the expected term, the risk-free interest rate and the expected dividend payment.

For the three months ended March 31, 2020 and 2019, no shares of the Company's common stock were purchased.

The following table summarizes the activities under the ESPP from January 1, 2020 through March 31, 2020:



	Activity
Total ESPP equity securities available at January 1, 2020	184,860
ESPP common stock purchased by eligible employees	—
Total ESPP securities available at March 31, 2020	184,860

Amounts withheld from participants will be classified an accrued compensation and benefit on the Condensed Consolidated Balance Sheets until funds are used to purchase shares. This liability amount is immaterial to the Condensed Consolidated Financial Statements.

Stock-Based Compensation Expense

We record all stock-based awards, which consist of RSUs, restricted stock and the option to purchase common stock under the ESPP, at fair value as of the grant date. Stock-based compensation expense is recognized based on a straight-line amortization basis over the respective service period. Forfeitures and withdrawals are accounted for as incurred.

The following table reflects the items for stock-based compensation expense on the Condensed Consolidated Statements of Operations for the periods stated:



	For the Three Months Ended March 31,
(Dollars in thousands)	2020		2019
Performance-based RSUs	$	346	$	107
Time-based RSUs and restricted stock	812		404
ESPP	24		17
Total stock-based compensation	$	1,182	$	528

For the Three Months Ended March 31,

Restricted stock units