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Stockholders' Equity
 12 Months Ended
Dec. 31, 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 December 31, 2021, and 2020, we had no stock options outstanding.
At December 31, 2021, and 2020, there were 19,828,033 and 19,384,192 shares of common stock outstanding, respectively, and no shares of preferred stock were 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
For each of the three years ending December 31, 2021, 2020 and 2019, our Board of Directors declared cash dividends of $0.50 per share of our outstanding common stock. An immaterial amount of dividends declared were related to unvested RSUs and unvested shares of restricted stock, which are accrued for and paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited RSUs and restricted stock are also forfeited. Cash dividends paid as disclosed in the Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 included previously declared cash dividends on vested RSUs and on shares of vested restricted stock issued to non-executive members of our Board of Directors.
On February 16, 2022, the Board of Directors declared an increase in the regular quarterly cash dividend to $0.3125 per share of common stock, with a record date of March 16, 2022, and a payment date of March 30, 2022. This cash dividend of approximately $6.2 million is expected to be paid from available cash on hand.
Common Stock Repurchase Program
In August 2018, our Board of Directors authorized the repurchase of up to $10.0 million of our common stock through December 31, 2018. In November 2018, our Board of Directors extended the repurchase authority through December 31, 2019. The Company fully exhausted the repurchase authority in September 2019. In February 2022, our Board of Directors authorized the repurchase of up to $10.0 million of our common stock.
We used available cash on hand and net cash provided by operating activities to fund the common stock repurchase program. This repurchase authority allowed us, at management’s discretion, to selectively repurchase shares of our common stock from time to time in the open market depending upon market price and other factors.
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 were returned to the status of authorized, but unissued, shares of the Company.
The Company did not repurchase any of its common stock during 2021 or 2020. Common stock repurchased in 2019 (excluding commission and the purchase of common stock for tax withholdings) was as follows:
(Dollars in thousands, except for shares purchased)2019
For the Three Months EndedShares PurchasedAmount
March 31,131,012 $1,806 
June 30,— — 
September 30,401,342 4,749 
December 31,— — 
Total532,354 $6,555 
Net Loss per Common Share
Basic net loss per common share is computed on the basis of the weighted average common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares, including unvested and outstanding equity awards. The components of basic and diluted net loss per common share were as follows for the periods stated:
For the Year Ended December 31,
(In thousands, except for share and per share amounts)202120202019
Numerator:
Net loss$(22,180)$(44,225)$(10,765)
Denominator:
Basic and diluted weighted average outstanding shares of common stock19,404,477 19,028,918 19,089,402 
Basic and diluted net loss per common share$(1.14)$(2.32)$(0.56)
For the years ended December 31, 2021, 2020 and 2019, the following securities were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
For the Year Ended December 31,
202120202019
Restricted stock units371,194 297,757 189,862 
Share-Based Compensation Plans
On March 23, 2012, our Board of Directors adopted the Spok Holdings, Inc. 2012 Equity Incentive Award Plan (the "2012 Equity Plan") that 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. At July 28, 2020, a total of 1,699,950 shares of common stock had been reserved for issuance under the Equity Plans, including 1,600,000 shares available under the 2020 Equity Plan and 99,950 shares which, as of the Stockholder Approval Date, remained available for issuance under the 2012 Equity Plan. No further grants were to be made under the 2012 Equity Plan, although the 2012 Equity Plan continues 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, deferred stock units ("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 December 31, 2021, there was an aggregate of 274,320 unvested RSUs under the 2012 Equity Plan.
The following table summarizes the activities under the Equity Plans from January 1, 2019, through December 31, 2021:
 Activity
Total equity securities available at January 1, 2019904,437 
Less: RSU and restricted stock awarded to eligible employees, net of forfeitures(257,957)
Total equity securities available at December 31, 2019646,480 
Less: RSU and restricted stock awarded to eligible employees, net of forfeitures(547,166)
Plus: Additional shares available for issuance under the 2020 Equity Plan1,600,000 
Total equity securities available at December 31, 20201,699,314 
Less: RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures(539,241)
Less: stock issued in lieu of cash compensation(169,944)
Total equity securities available at December 31, 2021990,129 
The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plans for the year ended December 31, 2021:
SharesWeighted-Average Grant Date Fair Value per Share
Unvested at January 1, 2021636,722 $12.16 
Granted657,492 11.02 
Vested(404,792)12.07 
Forfeited(118,251)12.08 
Unvested at December 31, 2021771,171 $11.24 
Of the 771,171 unvested RSUs, DSUs and restricted stock outstanding at December 31, 2021, 381,317 RSUs include contingent performance requirements for vesting purposes. At December 31, 2021, there was $4.1 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.6 years.
During the years ended December 31, 2020, and 2019, the Company granted 603,171 and 388,321 RSUs, respectively, with a weighted-average grant date fair value of $11.94 and $13.27 per share, respectively. The fair value of RSUs that vested during the years ended December 31, 2020, and 2019 were $3.7 million and $3.0 million, respectively, based on the closing price of the Company's common stock of $11.13 and $12.23 at December 31, 2020, and 2019, respectively.
Employee Stock Purchase Plan
In 2016, our Board of Directors adopted 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 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.
The Company uses the Black-Scholes model to calculate the fair value of 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 years ended December 31, 2021, and 2020, employees purchased 16,015 and 35,661 shares of the Company's common stock for a total price of $0.1 million, and $0.3 million, respectively.
The following table summarizes the activities under the ESPP from January 1, 2019, through December 31, 2021:
Activity
Total ESPP equity securities available at January 1, 2019208,159 
Less: common stock purchased by eligible employees(23,299)
Total ESPP equity securities available at January 1, 2020184,860 
Less: common stock purchased by eligible employees(35,661)
Total ESPP equity securities available at January 1, 2021149,199 
Less: common stock purchased by eligible employees(16,015)
Total ESPP equity securities available at December 31, 2021133,184 
Amounts withheld from participants will be classified as a liability on the Consolidated Balance Sheets until funds are used to purchase shares. This liability amount is immaterial to the consolidated financial statements.
Stock-Based Compensation Expense
Compensation expense associated with common stock, RSUs and restricted stock was recognized based on the grant date fair value of the instruments, over the instruments’ vesting period. The following table reflects stock-based compensation expense for the periods stated:
For the Year Ended December 31,
(Dollars in thousands)202120202019
Performance-based RSUs$1,608 $2,019 $1,434 
Time-based RSUs and restricted stock3,754 3,389 2,119 
Equity in lieu of salary1,845 — — 
ESPP32 100 90 
Total stock-based compensation$7,239 $5,508 $3,643