Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Kingstowne 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | true | ||
Document Financial Statement Restatement Recovery Analysis | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 258 | ||
Entity Common Stock, Shares Outstanding (shares) | 20,136,491 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders of the registrant, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than April 29, 2024, are incorporated by reference into Part III of this Report. | ||
Entity Central Index Key | 0001289945 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
AuditInformationAbstract [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Arlington, Virginia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 31,989 | $ 35,754 |
Accounts receivable, net | 23,314 | 26,861 |
Prepaid expenses | 7,885 | 6,849 |
Other current assets | 704 | 587 |
Total current assets | 63,892 | 70,051 |
Non-current assets: | ||
Property and equipment, net | 7,321 | 8,223 |
Operating lease right-of-use assets | 10,526 | 13,876 |
Goodwill | 99,175 | 99,175 |
Deferred income tax assets, net | 46,260 | 52,398 |
Other non-current assets | 510 | 754 |
Total non-current assets | 163,792 | 174,426 |
TOTAL ASSETS | 227,684 | 244,477 |
Current liabilities: | ||
Accounts payable | 5,969 | 5,880 |
Accrued compensation and benefits | 7,284 | 11,628 |
Deferred revenue | 26,298 | 27,255 |
Operating lease liabilities | 4,184 | 5,096 |
Other current liabilities | 4,273 | 4,573 |
Total current liabilities | 48,008 | 54,432 |
Non-current liabilities: | ||
Asset retirement obligations | 7,191 | 7,237 |
Operating lease liabilities | 6,902 | 10,604 |
Other non-current liabilities | 1,812 | 1,107 |
Total non-current liabilities | 15,905 | 18,948 |
TOTAL LIABILITIES | 63,913 | 73,380 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock—$0.0001 par value; 25,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock—$0.0001 par value; 75,000,000 shares authorized; 19,992,102 and 19,703,800 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. | 2 | 2 |
Additional paid-in capital | 102,936 | 99,908 |
Accumulated other comprehensive loss | (1,764) | (1,909) |
Retained earnings | 62,597 | 73,096 |
TOTAL STOCKHOLDERS’ EQUITY | 163,771 | 171,097 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 227,684 | $ 244,477 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 19,992,102 | 19,703,800 |
Common stock, shares outstanding (in shares) | 19,992,102 | 19,703,800 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 139,025 | $ 134,534 | $ 142,153 |
Operating expenses: | |||
Cost of revenue (exclusive of items shown separately below) | 26,818 | 28,267 | 32,470 |
Research and development | 10,549 | 13,625 | 17,514 |
Technology operations | 25,843 | 27,412 | 28,844 |
Selling and marketing | 16,350 | 16,296 | 21,083 |
General and administrative | 33,168 | 37,796 | 43,531 |
Severance and restructuring | 573 | 7,329 | 320 |
Depreciation, amortization and accretion | 4,496 | 3,571 | 10,446 |
Capitalized software development impairment | 0 | 0 | 15,663 |
Total operating expenses | 117,797 | 134,296 | 169,871 |
Operating income (loss) | 21,228 | 238 | (27,718) |
Interest income | 1,099 | 592 | 320 |
Other (expense) income | (2) | 167 | 66 |
Income (loss) before income taxes | 22,325 | 997 | (27,332) |
(Provision for) benefit from income taxes | (6,659) | 20,859 | 5,152 |
Net income (loss) | $ 15,666 | $ 21,856 | $ (22,180) |
Basic net income (loss) per common share (in usd per share) | $ 0.79 | $ 1.11 | $ (1.14) |
Diluted net income (loss) per common share (in usd per share) | $ 0.77 | $ 1.09 | $ (1.14) |
Basic weighted average common shares outstanding (in shares) | 19,953,747 | 19,672,423 | 19,404,477 |
Diluted weighted average common shares outstanding (in shares) | 20,343,912 | 19,991,202 | 19,404,477 |
Cash dividends declared per common share (in usd per share) | $ 1.250 | $ 1.250 | $ 0.500 |
Wireless revenue | |||
Revenue: | |||
Total revenue | $ 75,968 | $ 75,622 | $ 78,826 |
Software revenue | |||
Revenue: | |||
Total revenue | $ 63,057 | $ 58,912 | $ 63,327 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 15,666 | $ 21,856 | $ (22,180) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | 145 | (321) | (136) |
Other comprehensive income (loss) | 145 | (321) | (136) |
Comprehensive income (loss) | $ 15,811 | $ 21,535 | $ (22,316) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital and Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2020 | 19,094,452 | |||
Beginning balance at Dec. 31, 2020 | $ 199,632 | $ 2 | $ 90,328 | $ 109,302 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (22,180) | (22,180) | ||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 16,015 | |||
Issuance of common stock under the Employee Stock Purchase Plan | 132 | 132 | ||
Issuance of common stock for vested restricted stock units under the 2012 equity plan (in shares) | 373,612 | |||
Purchase of common stock for tax withholding (in shares) | (172,594) | |||
Purchase of common stock for tax withholding | (1,860) | (1,860) | ||
Amortization of stock-based compensation | 7,239 | 7,239 | ||
Cash dividends declared | (10,117) | (10,117) | ||
Issuance of restricted stock under the equity plans (in shares) | 169,944 | |||
Cumulative translation adjustment | (136) | (136) | ||
Ending balance (in shares) at Dec. 31, 2021 | 19,481,429 | |||
Ending balance at Dec. 31, 2021 | 172,710 | $ 2 | 95,703 | 77,005 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 21,856 | 21,856 | ||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 23,422 | |||
Issuance of common stock under the Employee Stock Purchase Plan | 210 | |||
Issuance of common stock for vested restricted stock units under the 2012 equity plan (in shares) | 355,397 | |||
Purchase of common stock for tax withholding (in shares) | (133,026) | |||
Purchase of common stock for tax withholding | (1,210) | (1,210) | ||
Amortization of stock-based compensation | 3,827 | 3,827 | ||
Cash dividends declared | (25,765) | (25,765) | ||
Cumulative translation adjustment | (321) | (321) | ||
Ending balance (in shares) at Dec. 31, 2022 | 19,703,800 | |||
Ending balance at Dec. 31, 2022 | 171,097 | $ 2 | 97,999 | 73,096 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 15,666 | 15,666 | ||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 409,396 | |||
Issuance of common stock under the Employee Stock Purchase Plan | 210 | |||
Purchase of common stock for tax withholding (in shares) | (144,516) | |||
Purchase of common stock for tax withholding | (1,245) | (1,245) | ||
Amortization of stock-based compensation | 4,063 | 4,063 | ||
Cash dividends declared | (26,165) | (26,165) | ||
Cumulative translation adjustment | 145 | 145 | ||
Ending balance (in shares) at Dec. 31, 2023 | 19,992,102 | |||
Ending balance at Dec. 31, 2023 | $ 163,771 | $ 2 | $ 101,172 | $ 62,597 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net income (loss) | $ 15,666,000 | $ 21,856,000 | $ (22,180,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, amortization and accretion | 4,496,000 | 3,571,000 | 10,446,000 |
Capitalized software development impairment | 0 | 0 | 15,663,000 |
Valuation allowance | 0 | (21,850,000) | 0 |
Deferred income tax expense (benefit) | 6,378,000 | 903,000 | (5,483,000) |
Stock-based compensation | 4,063,000 | 3,827,000 | 7,239,000 |
Provisions for credit losses, service credits and other | 950,000 | 1,777,000 | 1,162,000 |
Changes in assets and liabilities: | |||
Accounts receivable | 2,580,000 | (1,757,000) | 1,833,000 |
Prepaid expenses and other assets | (909,000) | (88,000) | 2,594,000 |
Net operating lease liabilities | (1,264,000) | 357,000 | 763,000 |
Accounts payable, accrued liabilities and other | (5,217,000) | (2,258,000) | (679,000) |
Deferred revenue | (559,000) | 118,000 | (3,390,000) |
Net cash provided by operating activities | 26,184,000 | 6,456,000 | 7,968,000 |
Investing activities: | |||
Purchases of property and equipment | (3,417,000) | (3,776,000) | (4,393,000) |
Capitalized software development | 0 | 0 | (10,842,000) |
Purchase of short-term investments | 0 | (14,967,000) | (44,990,000) |
Maturity of short-term investments | 0 | 30,000,000 | 60,000,000 |
Net cash (used in) provided by investing activities | (3,417,000) | 11,257,000 | (225,000) |
Financing activities: | |||
Cash distributions to stockholders | (25,642,000) | (25,011,000) | (10,025,000) |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 210,000 | 0 | 132,000 |
Purchase of common stock for tax withholding on vested equity awards | (1,245,000) | (1,210,000) | (1,860,000) |
Net cash used in financing activities | (26,677,000) | (26,221,000) | (11,753,000) |
Effect of exchange rate on cash and cash equivalents | 145,000 | (321,000) | (136,000) |
Net decrease in cash and cash equivalents | (3,765,000) | (8,829,000) | (4,146,000) |
Cash and cash equivalents, beginning of period | 35,754,000 | 44,583,000 | 48,729,000 |
Cash and cash equivalents, end of period | 31,989,000 | 35,754,000 | 44,583,000 |
Supplemental disclosure: | |||
Income taxes paid (refunded) | $ 179,000 | $ 223,000 | $ (126,000) |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK) ("Spok," the "Company," "we," "us" and "our") is proud to be 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. These areas of market focus compliment the market focus of our wireless services outlined above. Basis of Presentation The accompanying 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 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 Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all periods reported herein and all such adjustments are of a normal, recurring nature. Amounts shown on the 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. These items are shown separately on the Consolidated Statements of Operations within operating expenses to the extent that they are considered material for the periods presented. Revision of Previously Issued Financial Statements During the three months ended June 30, 2023, the Company identified certain adjustments to correct an immaterial error related to the understatement of deferred revenue of approximately $1.0 million. These adjustments corrected an overstatement of the Company's software revenue in 2018 stemming from non-recurring activity associated with the implementation of a new financial system in 2017. Based on the Company's quantitative and qualitative analysis, the Company concluded that the adjustments were not material to any prior annual or interim periods. To correct the immaterial error, the Company has revised the Consolidated Balance Sheet as of December 31, 2022, Consolidated Statement of Stockholders' Equity for the years ended December 31, 2022 and 2021, as well as the relevant footnotes, and other financial information as applicable, included herein to reflect the reduction in opening retained earnings and a corresponding increase to deferred revenue. There were no changes to previously issued total cash flows for any of the impacted periods. Use of Estimates The preparation of these 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, depreciation expense, asset retirement obligations, and income taxes. 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. Revenue Recognition The majority of our revenues are derived from short-term contracts related to the sale of wireless paging services and software solutions. Our arrangements exist primarily with customers in the healthcare market and, to a lesser extent, state and federal governments, as well as large enterprise businesses. Under the typical payment terms of our software contracts, customers will normally pay a material amount of the contract price immediately upon execution of the contract. The remaining payments are required when the product is delivered, when services begin and, to a lesser extent, when services are completed. Wireless services are generally billed as incurred on a monthly basis. Our contracts will generally result in billings in excess of revenue recognized, which we present as deferred revenues on the Consolidated Balance Sheets, primarily due to the receipt of payment in advance of the product or services we provide. Amounts billed and due from our customers are classified as accounts receivable on the Consolidated Balance Sheets. At times, we may have contracts which require us to perform work or provide products prior to billing which will generally result in revenue recognized in excess of billings. This excess is presented as unbilled receivables in the Notes to the Consolidated Financial Statements. We generally do not have transactions that include a significant financing component (whether payments are made in advance or in arrears) as our contracts typically take less than 12 months to complete once started. We would not adjust the total consideration for the effects of a significant financing component if we anticipate, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less. We account for a contract when: (1) both parties have approved the contract through mutually signed agreements or through other methods such as purchase orders or master agreements; (2) the rights of the parties have been identified; (3) payment terms have been identified; (4) the contract has commercial substance; and (5) collectability of consideration is probable. We also evaluate whether two or more contracts should be combined and accounted for as a single contract. In our evaluation, we consider criteria such as, but not limited to, whether: (1) the contracts are negotiated as a package with a single commercial objective; (2) the amount of consideration to be paid in one contract is dependent on the price or performance of another contract; and (3) some or all of the goods or services promised in the contracts are a single performance obligation. Should we consider contracts related, we would account for those contracts as if they were a single contract. Evaluating whether two or more contracts should be combined and accounted for as a single contract requires significant judgment. In the aggregate, a decision to combine a group of contracts could significantly impact the amount of revenue and profit recorded in a given period. We review each contract to determine whether to account for the various promises as one or more performance obligations. The assessment and determination of performance obligations for a given contract requires significant judgment. Wireless service contracts are generally considered to be a single promise and, therefore, accounted for as a single performance obligation. Contracts which include goods or services related to our software solutions and subscriptions are generally sold with multiple promises, and therefore, will often include multiple performance obligations. Material performance obligations related to the sale of our software solutions include software licenses, professional services, hardware and maintenance. More often than not, total consideration will equate to the stated value on the contract taking into consideration any period or term over which services are to be provided, if applicable. However, we could have contracts in which variable consideration is present. It is common for our contracts that include wireless services to contain customer penalties if rental pagers are not returned and fees for usage of services in excess of the contractually allotted amount for a given period. It is also common for our contracts that include professional services to include travel-related costs. These are costs which we incur in the normal course of delivering professional services and are generally billable to the customer based on our incurred expenses. These elements of variable consideration are fully constrained when an agreement is initially executed and are generally not considered estimable until the penalties, fees or costs have been incurred or are otherwise known. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimating variable consideration requires significant judgment and our assessment includes all relevant information that is reasonably available to us including historical, current and forecasted information. We have elected to exclude from revenue all amounts collected on behalf of third parties, and therefore, items such as sales and use tax are excluded from our calculation of the total transaction price. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation proportionately based on the estimated relative standalone selling price ("SSP") of the promised goods or services underlying each performance obligation. We rarely sell goods or services as readily observable standalone sales, however, if we do, the observable standalone sales are used to determine the SSP. In most cases, we must estimate the relative SSP which requires significant judgment and estimates. In instances where SSP is not directly observable, we determine the SSP using information that may include contractually stated prices, market conditions, costs, renewal contracts, list prices and other observable inputs. A discount is present if the total transaction price is less than the sum of the estimated SSPs of the goods or services promised in the contract. Discounts are generally allocated proportionately based on the relative SSP of the identified performance obligations for a given contract. Our wireless, professional, maintenance, and subscription 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. This is a significant area of judgment as it requires an estimate at completion ("EAC") for each contract. Our initial EAC is primarily based on prior experience also taking into consideration any specific facts and circumstances for a given contract. As projects progress, the EAC is periodically updated and reviewed to ensure the timing of revenue recognition is appropriate. The creation, maintenance and review of a project's EAC requires significant judgment to determine an appropriate number of hours over which the remaining project is expected to be completed. 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 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. In most contracts, transfer of control for software licenses occurs in a short period of time after a contract has been executed and licenses are made electronically available. Contracts may be modified to account for changes in a project's scope or other customer requirements. Most of our contract modifications are for goods or services that are distinct from the existing contract. In these instances, the contract modification would either be recognized as an entirely new and separate contract or the modification would be treated as if it were a termination of the existing contract and the creation of a new contract, including all undelivered goods and services under the previous contract. Revenue would be recognized on a prospective basis and a cumulative catch-up would not be recognized. Incremental Costs of Obtaining a Contract and Costs to Fulfill a Contract Our incremental costs primarily relate to sales commissions. We capitalize commissions and proportionally recognize the related expense to revenue as it is recognized on the underlying performance obligations. Some of these costs may relate to specific future anticipated contracts, specifically future maintenance renewals, on which we do not pay commensurate sales commissions. We amortize commission costs proportionally with revenue, thus it is necessary for us to estimate future revenues when there are future anticipated contracts. We estimate future revenues based on anticipated renewal amounts over an expected useful life (e.g., the period over which we believe the initial sales commissions relate to future anticipated contracts). The expected useful life is based on a review of our product life cycles, customer upgrade patterns and the rate at which customers renew maintenance. Commission expense was $4.5 million, $4.0 million and $4.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Commission expense is classified within the selling and marketing operating expenses category. Leases Operating lease right-of-use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We have made an accounting policy election not to apply the recognition requirements of ASC 842, "Leases," to short-term leases. Those leases which have a term of less than 12 months will have lease payments recognized, in our Consolidated Statements of Operations, on a straight-line basis over the lease term. An optional renewal or termination is not recognized as part of the lease term unless we determine at lease inception that it is reasonably certain that we will exercise that option. The term reasonably certain is a high threshold for which pervasive evidence generally does not exist, and therefore, optional renewal periods are generally excluded from our ROU assets and lease liabilities until they have been exercised. Lease expense is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of lease payments. The Company uses a portfolio approach when determining the discount rate applied to its leases. Significant judgment is necessary when determining a discount rate because we must estimate the discount rate based on a number of factors and observable inputs including current market conditions, market yields, government bond rates, credit risk, and other factors as necessary. The Company must also exercise significant judgment when determining whether an option to renew or terminate a lease should be included in the lease term. This judgment includes an assessment of all relevant economic factors such as costs relating to the termination or extension of a lease, importance of the underlying asset to the Company’s operations, and the terms and conditions of the optional periods in relation to current market rates. Where we have lease agreements which contain lease and non-lease components, we have elected to make use of the practical expedient to account for each separate lease component and associated non-lease component as a single lease component. This practical expedient is applied to our facility and site leases whereby maintenance and utilities charges are included with lease components in the measurement of our lease liability. Impairment of Goodwill, Long-Lived Assets, and Intangible Assets Subject to Amortization Goodwill is not amortized but is evaluated for impairment at least annually, or when events or circumstances suggest a potential impairment has occurred. We perform this annual impairment test in the fourth quarter of the fiscal year. We evaluate goodwill for impairment between annual tests if indicators of impairment exist. The impairment test involves comparing the fair value of the reporting unit with its carrying value. An impairment charge is recognized for the amount that the carrying value exceeds the reporting unit's fair value. For purposes of the goodwill impairment evaluation, the Company as a whole is considered the reporting unit. The fair value of the reporting unit is estimated under a market-based approach using the fair value of the Company's common stock. The estimated fair value requires significant judgments, including timing and appropriateness of the price of common stock used (e.g., point-in-time application, simple moving average, exponential moving average), as well as application of an estimated control premium. The estimated control premium is based on a review of current and past market information published by a third-party resource, assessment of the Company's future projected discounted cash flows and other relevant information, if available. We recorded no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021. We are required to evaluate the carrying value of our long-lived assets, amortizable intangible assets and goodwill. Amortizable intangible assets include customer-related intangibles that resulted from previous acquisitions. Such intangibles are amortized over periods up to 10 years. Quarterly, we assess whether circumstances exist which suggest that the carrying value of long-lived and amortizable intangible assets (asset groups) may not be recoverable. When applicable, we assess the recoverability of the carrying value of our long-lived assets (asset groups) and certain amortizable intangible assets based on estimated undiscounted cash flows generated from such assets (asset groups). We determine asset groups based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In assessing the recoverability of these assets, we forecast cash flows based on various operating assumptions such as revenue forecasted by product line, in-process research and development cost, and other direct costs. Significant judgment is required in determining the recoverability, including the timing and appropriateness of the estimated undiscounted cash flows. If the forecast of undiscounted cash flows does not exceed the carrying value of the long-lived and amortizable intangible assets, we record an impairment charge to the extent the carrying value exceeded the fair value of such assets. Significant judgment may be required in estimating fair value dependent on the availability of objective, market-based, evidence and the input level (e.g., Level 1, 2 or 3) of that evidence. We did not record any impairment of long-lived assets for the years ended December 31, 2023 and 2022, We recorded an impairment of $15.7 million related to capitalized software development for the year ended December 31, 2021. Accounts Receivable Allowances Our two most significant allowance accounts are: an allowance for credit losses and an allowance for service credits. Provisions for these allowances are recorded on a monthly basis and are included as a component of general and administrative expenses, respectively. Estimates are used in determining the allowance for credit losses and are based on historical collection experience and current and forecasted trends, as well as known specific collection risks. In determining these estimates, we review historical write-offs, including comparisons of write-offs to provisions for credit losses. We compare the ratio of the allowance to gross receivables to historical levels, and monitor amounts collected and related statistics. We write off receivables when they are deemed uncollectible. While write-offs of customer accounts have historically been within our expectations and the provisions established, we cannot guarantee that the future write-off experience will be consistent with historical experience, which could result in material differences when compared to the allowance for credit losses and related provisions. From time to time, we grant service credits for customer retention purposes or when there is an adjustment in the scope of work. The allowance for service credits related provisions are based on historical credit percentages, current credit and aging trends, historical actual payment trends and actual credit experience. We analyze our past credit experience over several time frames. Using this analysis along with current operational data, including existing experience of credits issued and the time frames in which credits are issued, we establish an appropriate allowance for service credits. This allowance also reduces accounts receivable for lost and non-returned pagers to the expected realizable amounts and for free wireless services. While credits issued have been within our expectations and the provisions established, we cannot guarantee that future credit experience will be consistent with historical experience, which could result in material differences when compared to the allowance for service credits and maintenance-related provisions. Property and Equipment Property and equipment are reported at cost and are depreciated using the straight-line method based on estimated useful lives which range from one Asset Retirement Obligations We recognize liabilities and corresponding assets for future obligations associated with the retirement of assets. We have paging equipment assets, principally transmitters, which are located at leased locations. The underlying leases generally require the removal of equipment at the end of the lease term; therefore, a future obligation exists. Asset retirement costs are reflected in paging equipment assets with depreciation expense recognized over the estimated lives, which range between one The recognition of an asset retirement obligation requires that management make numerous assumptions regarding such factors as the cost and timing of deconstruction; the credit-adjusted risk-free rate to be used; inflation rates; and future advances in technology. The fair value of contractor fees to remove each asset, based on historical trend, is estimated to escalate by 3.0% each year through the terminal date. The total estimated liability is based on the estimated future value of those costs and the timing of deconstruction. We believe these estimates are reasonable at the present time, but we can give no assurance that changes in technology, our financial condition, the economy or other factors would not result in higher or lower asset retirement obligations. Any variations from our estimates would generally result in a change in the assets and liabilities in equal amounts, and operating results would differ in the future by any difference in depreciation expense and accretion expense (see Note 6, "Consolidated Financial Statements' Components" and Note 8, "Asset Retirement Obligations" for additional details). Income Taxes We file a consolidated U.S. federal income tax return and income tax returns in state, local and foreign jurisdictions as required. The provision for current income taxes is calculated and accrued on income and expenses expected to be included in current year U.S. and foreign income tax returns. The provision for current income taxes may also include interest, penalties and an estimated amount reflecting uncertain tax positions. Deferred income tax assets and liabilities are calculated based on temporary differences between the financial statement values and the tax bases of assets and liabilities including net operating loss and tax credit carryforwards at the enacted tax rates expected to apply to taxable income when taxes are actually paid or recovered. Changes in deferred income tax assets and liabilities are included as a component of deferred income tax expense. Deferred income tax assets represent amounts available to reduce future income taxes payable. 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 our deferred income tax assets will be realized in future periods. We provide a valuation allowance when we consider it "more likely than not" that a deferred income tax asset will not be fully recovered. The assessment of our deferred income tax assets requires significant judgment. We reduced the valuation allowance by $21.9 million, as of December 31, 2022, based on the assessment completed, utilizing our annual long-range planning and forecasting updates. The Company maintained a valuation allowance of $2.3 million related to federal foreign tax credits and certain state net operating losses and credits as the Company does not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions fail to meet the "more likely than not" threshold based on the technical merits of the positions. We assess whether previously unrecognized tax benefits may be recognized when the tax position is (1) more likely than not of being sustained based on its technical merits, (2) effectively settled through examination, negotiation or litigation, or (3) settled through actual expiration of the relevant tax statutes. The assessment of an uncertain tax position requires significant judgment. We had no uncertain tax positions for the periods ended December 31, 2023 and 2022 (see Note 10, "Income Taxes," for additional details). Research and Development In accordance with ASC 985-20, Software to be Sold, Leased, or Marketed, certain software development costs are charged to operations and expensed as incurred until technological feasibility has been established. Material costs incurred after technological feasibility is established and before the product is ready for general release are capitalized and amortized on a straight-line basis over the estimated remaining economic life of the product or the ratio of current revenues to total projected product revenues, whichever is greater. To date, the time between technological feasibility and general release to the public has been extremely short and consequently expenses available for capitalization have been immaterial. Accordingly, all research and developments costs incurred to date, accounted for in accordance with ASC 985-20, have been expensed as incurred. In accordance with ASC 350-40, Internal-Use Software, certain software development costs were capitalized while in the application development stage related to software developed for internal use or software sold in a Software as a Service ("SaaS") arrangement. This included certain development costs for our integrated communications and collaboration platform, Spok Go ® , prior to our new strategic business plan in February 2022 that discontinued Spok Go. These costs qualified for capitalization beginning in the first quarter of 2020. All other costs incurred during the preliminary project stage or the post-implementation stage were expensed as incurred. Significant judgment was required when assessing costs and determining whether they fell within the preliminary project, application development, or post-implementation stage that determined whether the associated costs were expensed as incurred or capitalized. With the discontinuation of Spok Go in 2022, no software development costs were capitalized in 2023. Capitalized software development was amortized on a straight-line basis over the estimated useful life of the asset, typically three years, beginning when those development efforts were placed into service (e.g., generally once made commercially available). Determining the estimated useful life required significant judgment as we considered factors such as the rapid and continuous developments in software technology, obsolescence and anticipated life of the service offering before enhancements would have been necessary. We recorded an impairment of $15.7 million related to capitalized software development for the year ended December 31, 2021, based on the impairment analysis performed in the fourth quarter of 2021. Shipping and Handling Costs We incur shipping and handling costs to send and receive messaging devices and other equipment to/from our customers. Amounts billed to customers related to shipping and handling are classified as revenue and the Company's shipping and handling costs are classified as cost of revenue. These costs are expensed as incurred. Advertising Expenses Advertising costs are charged to operations when incurred. Advertising costs are classified as selling and marketing expenses. Advertising expenses were $0.7 million, $1.0 million and $1.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Stock-Based Compensation We account for share-based payments to employees, including res |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [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 not expected to have a material impact on the Company's Consolidated Financial Statements. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING In February 2022, the Company announced a new strategic business plan that includes a restructuring of its business to discontinue Spok Go, eliminate all associated costs and optimize the Company’s existing structure to drive continued cost improvement. As part of the restructuring program, the Company eliminated 176 positions, primarily in research and development, and also in professional services, selling and marketing, and back-office support functions. For the year ended December 31, 2022, the Company incurred total severance and restructuring costs of $7.3 million, which are included within the Consolidated Statement of Operations. These costs are as follows: For the Year Ended December 31, (Dollars in thousands) 2022 Severance and personnel related costs $ 6,006 Contractual terminations 1,323 Total severance and restructuring costs $ 7,329 As of December 31, 2023, there were no outstanding restructuring-related liabilities. A summary of activities for the years ended December 31, 2023 and 2022 for restructuring-related liabilities associated with the strategic business plan, which is included within accrued compensation and benefits and other current liabilities within the Consolidated Balance Sheet, is as follows: (Dollars in thousands) Total Balance at December 31, 2021 $ — Restructuring and other charges 6,649 Payments (4,286) Non-cash adjustment (155) Balance at December 31, 2022 $ 2,208 Payments (2,199) Non-cash adjustment (9) Balance at December 31, 2023 $ — |
Revenue, Deferred Revenue and P
Revenue, Deferred Revenue and Prepaid Commissions | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE, DEFERRED REVENUE AND PREPAID COMMISSIONS | REVENUE, DEFERRED REVENUE AND PREPAID COMMISSIONS 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. The following table presents our revenues disaggregated by revenue type: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Revenue: Paging revenue $ 73,135 $ 73,323 $ 75,845 Product and other revenue 2,833 2,299 2,981 Wireless revenue $ 75,968 $ 75,622 $ 78,826 License $ 8,721 $ 7,202 $ 5,917 Professional services 14,694 12,565 17,161 Hardware 2,675 2,211 2,267 Operations revenue 26,090 21,978 25,345 Maintenance 36,967 36,934 37,982 Software revenue $ 63,057 $ 58,912 $ 63,327 Total revenue $ 139,025 $ 134,534 $ 142,153 The Company is currently structured as a single operating (and reportable) segment, a clinical communication and collaboration business. The U.S. was the only country that accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2023, 2022 and 2021. Revenue generated in the U.S. and internationally consisted of the following for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Revenue: United States $ 135,804 $ 130,380 $ 138,265 International 3,221 4,154 3,888 Total revenue $ 139,025 $ 134,534 $ 142,153 Deferred Revenues Our deferred revenues represent payments made to, or due from, customers in advance of our performance. Changes in the balance of total deferred revenue during the year ended December 31, 2023, are as follows: (Dollars in thousands) December 31, 2022 Additions Revenue Recognized December 31, 2023 Deferred Revenue $ 27,505 $ 61,378 $ (61,937) $ 26,946 During the year ended December 31, 2023, the Company recognized $23.8 million of revenue related to amounts deferred as of December 31, 2022. 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 year ended December 31, 2023, are as follows: (Dollars in thousands) December 31, 2022 Additions Commissions Recognized December 31, 2023 Prepaid Commissions $ 1,745 $ 5,057 $ (4,517) $ 2,285 Prepaid commissions are included within prepaid expenses in the Consolidated Balance Sheets and commissions expense is included within Selling and marketing on the Consolidated Statements of Operations. Remaining Performance Obligations |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES We have operating lease arrangements for corporate offices, cellular towers, storage units and small building spaces. The building space is used to house infrastructure, such as transmitters, antennae and other various equipment for the Company’s wireless paging services. For leases with a term of 12 months or less, renewal terms are generally of an evergreen nature (either month-to-month or year-to-year). For leases with a term greater than 12 months, renewal terms are generally explicit and provide for one to five optional renewals consistent with the initial term. Many of our leases, with the exception of those for our corporate offices, include options to terminate the lease within one year. Variable lease payments, residual value guarantees or purchase options are not generally present in these leases. In May 2022, we extended 23 site leases on a Master License Agreement, which included a term of 10 years with an option to terminate within 45 days of notification of termination. At that time, we recorded a $2.9 million right-of-use asset and a corresponding operating lease liability for these leases. In December 2022, we modified an office lease to reduce the leased space and optimize costs, which resulted in a reduction of $1.8 million in right-of-use assets and corresponding operating lease liabilities. In September 2023, we exercised an early termination option for the lease of our corporate headquarters in Alexandria, Virginia. Upon exercising the option, the lease term was reduced by two years, with a revised end date of September 30, 2024. As a result of the early termination, the Company paid a one-time termination fee of $0.7 million, reflected in our cash balance as of December 31, 2023. A reduction of $1.3 million was made to right-of-use assets, and a corresponding reduction of $2.0 million was made to non-current operating lease liabilities. For additional details, please refer to our discussion on this topic under "Liquidity and Capital Resources" within the Management's Discussion and Analysis of Financial Condition and Results of Operations. Lease costs are included in Technology Operations and General and Administrative expenses on the Consolidated Statements of Operations. The following table presents lease costs disaggregated by type: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Operating lease cost $ 4,572 $ 6,063 $ 6,221 Short-term lease cost 9,267 9,916 10,529 Total lease cost $ 13,839 $ 15,979 $ 16,750 The following table presents supplemental cash flow information: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 5,995 $ 5,708 $ 5,625 The following table presents the weighted average remaining lease term and discount rate: December 31, (Dollars in thousands) 2023 2022 2021 Weighted-average remaining lease term - operating leases (in years) 4.20 5.00 4.73 Weighted-average discount rate - operating leases 5.84% 4.39% 4.44% Maturities of lease liabilities as of December 31, 2023, were as follows: (Dollars in thousands) For the Year Ended December 31, 2024 $ 4,184 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total future lease payments 12,599 Imputed interest (1,513) Total $ 11,086 |
Consolidated Financial Statemen
Consolidated Financial Statements' Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENTS' COMPONENTS | CONSOLIDATED FINANCIAL STATEMENTS' COMPONENTS Depreciation, Amortization and Accretion Depreciation, amortization and accretion consisted of the following for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Depreciation Leasehold improvements $ 87 $ 64 $ 88 Asset retirement costs (261) (702) (87) Paging and computer equipment 3,792 3,289 3,797 Furniture, fixtures and vehicles 222 240 258 Total depreciation 3,840 2,891 4,056 Amortization Intangible assets — — 417 Capitalized software development costs — — 5,357 Total amortization — — 5,774 Accretion 656 680 616 Total depreciation, amortization and accretion expense $ 4,496 $ 3,571 $ 10,446 Accounts Receivable, net Accounts receivable was recorded net of an allowance of $1.6 million and $1.8 million for the years ended December 31, 2023 and 2022, respectively. Accounts receivable, net, included $6.0 million and $5.9 million of unbilled receivables for the years ended December 31, 2023 and 2022, 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 for the periods stated: Useful Life For the Year Ended December 31, (Dollars in thousands) 2023 2022 Leasehold improvements lease term $ 2,202 $ 2,497 Asset retirement costs 1-5 3,722 3,848 Paging and computer equipment 1-5 86,332 88,427 Furniture, fixtures and vehicles 3-5 3,129 3,289 Total property and equipment 95,385 98,061 Accumulated depreciation (88,064) (89,838) Total property and equipment, net $ 7,321 $ 8,223 For purposes of assessing our asset retirement costs, we completed a review of the estimated useful life of our transmitter assets during the fourth quarter of 2023 (that are part of paging and computer equipment). This review was based on the results of our long-range planning and network rationalization process and indicated that the expected useful life of the last tranche of the transmitter assets was no longer appropriate. As a result of that review, the expected useful life of the final tranche of transmitter assets was extended from 2027 to 2028. This change resulted in a revision of the expected future depreciation expense for the transmitter assets and an immaterial impact on the consolidated financial statements beginning in 2024. We believe these estimates remain reasonable at the present time, but we can give no assurance that changes in technology, customer usage patterns, our financial condition, the economy or other factors would not result in changes to our transmitter decommissioning plans. Any further variations from our estimates could result in a change in the expected useful lives of the underlying transmitter assets and operating results could differ in the future by any difference in depreciation expense. The extension of the depreciable life was accounted for as a change in accounting estimate. |
Goodwill, Capitalized Software
Goodwill, Capitalized Software Development and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Capitalized Software Development and Intangible Assets, Net | GOODWILL, CAPITALIZED SOFTWARE DEVELOPMENT AND INTANGIBLE ASSETS, NET Goodwill For purposes of the goodwill impairment assessment, the Company as a whole is considered the reporting unit. The fair value of the reporting unit is estimated under a market-based approach using the fair value of the Company's common stock. The estimated fair value requires significant judgments, including the timing and appropriateness of the price of common stock used (e.g., point-in-time application, simple moving average, exponential moving average), as well as application of an estimated control premium. There are a number of judgmental factors that are incorporated into our assessment to establish an estimated control premium, including the review of current and past market information published by a third-party resource, assessment of the Company's future projected discounted cash flows and other relevant information if available. While a formal impairment assessment is performed annually, the Company monitors its business environment for potential triggering events on a quarterly basis. As of December 31, 2023, we had goodwill of $99.2 million, which includes accumulated impairment losses of $33.9 million. There was no change in goodwill as compared to December 31, 2022. Capitalized Software Development Capitalized software development was amortized on a straight-line basis over the estimated useful life of the asset, typically three years. With the discontinuation of Spok Go, we had no capitalized software development costs or resulting amortization for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, capitalized software development costs were $10.8 million with related amortization expense of $5.4 million. During the fourth quarter of 2021, we determined that a triggering event had occurred based on a number of factors including a continuing trend of unsatisfactory Spok Go sales relative to our expectations, a significant accumulation of costs combined with a reduction of future sales projections which indicated continuing losses associated with Spok Go, and our expectation that Spok Go would not provide substantive future service potential. As such, further assessment of recoverability was necessary. The analysis determined that the remaining balance of capitalized software development costs had no fair value, and as a result, we recorded an impairment charge of $15.7 million for the year ended December 31, 2021. Intangible Assets There were no remaining amortizable intangible assets at December 31, 2023 and 2022. Intangible assets related primarily to customer relationships 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. We did not record an impairment of our intangible assets during the years ended December 31, 2023, 2022 and 2021. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | ASSET RETIREMENT OBLIGATIONS The components of the changes in the asset retirement obligation liabilities for the periods stated were as follows: (Dollars in thousands) Short-Term Portion Long-Term Portion Total Balance as of December 31, 2021 $ 130 $ 6,355 $ 6,485 Accretion 138 542 680 Amounts paid (288) — (288) Additions 70 533 603 Reclassifications 193 (193) — Balance as of December 31, 2022 243 7,237 7,480 Accretion (4) 660 656 Amounts paid (243) — (243) Additions (33) (463) (496) Reclassifications 243 (243) — Balance as of December 31, 2023 $ 206 $ 7,191 $ 7,397 Increases and reductions other than accretion, reclassification and amounts paid primarily relate to changes in estimates of the underlying liability, specifically related to updates in estimated costs to remove a transmitter and the estimated timing of removal. Estimated removal costs and timing refinements due to ongoing network rationalization activities are expected to accrete to a total liability of $8.9 million. Additional information regarding asset retirement costs and accretion expense can be found in Note 6, "Consolidated Financial Statements' Components." |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, we had no stock options outstanding. At December 31, 2023 and 2022, there were 19,992,102 and 19,703,800 shares of common stock outstanding, respectively, and no shares of preferred stock were outstanding. Dividends For the years ended December 31, 2023 and 2022, our Board of Directors declared cash dividends of $1.25 per share of our outstanding common stock, compared to $0.50 per share for the year ending December 31, 2021. Dividends declared that relate to unvested RSUs and unvested shares of restricted stock 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, 2023, 2022 and 2021 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 21, 2024, the Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock, with a record date of March 15, 2024 and a payment date of March 29, 2024. This cash dividend of approximately $6.3 million is expected to be paid from available cash on hand. Common Stock Repurchase Program In February 2022, our Board of Directors authorized the repurchase of up to $10.0 million of our common stock. This repurchase authority allows 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. The Company did not repurchase any of its common stock during 2023, 2022 or 2021. Net Income and Net Loss per Common Share Basic net income and net loss per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income and 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 income and 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) 2023 2022 2021 Numerator: Net income (loss) $ 15,666 $ 21,856 $ (22,180) Denominator: Basic weighted average common shares outstanding 19,953,747 19,672,423 19,404,477 Diluted weighted average common shares outstanding 20,343,912 19,991,202 19,404,477 Basic net income (loss) per common share $ 0.79 $ 1.11 $ (1.14) Diluted net income (loss) per common share $ 0.77 $ 1.09 $ (1.14) For the years ended December 31, 2023, 2022 and 2021, 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, 2023 2022 2021 Restricted stock units — — 371,194 Share-Based Compensation Plans On April 29, 2020, our Board of Directors adopted the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the “Equity Plan”) 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 Plan. On April 10, 2023, our Board of Directors adopted an amendment and restatement of the Equity Plan to increase the number of shares available for issuance by 1,000,000 shares that our stockholders subsequently approved on July 25, 2023. At July 25, 2023, a total of 1,268,444 shares of common stock had been reserved for issuance under the Equity Plan. Awards under the 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. The following table summarizes the activities under the Equity Plan from January 1, 2021 through December 31, 2023: Activity Total equity securities available at January 1, 2021 1,699,314 Less: stock issued in lieu of cash compensation (169,944) Less: RSU and restricted stock awarded to eligible employees, net of forfeitures (539,241) Total equity securities available at December 31, 2021 990,129 Less: RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures (307,077) Total equity securities available at December 31, 2022 683,052 Plus: Additional shares available for issuance under the Equity Plan 1,000,000 Less: RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures (407,348) Total equity securities available at December 31, 2023 1,275,704 The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plan for the year ended December 31, 2023: Shares Weighted-Average Grant Date Fair Value per Share Unvested at January 1, 2023 1,015,749 $ 10.25 Granted 471,272 8.46 Vested (387,829) 11.09 Forfeited (63,924) 10.28 Unvested at December 31, 2023 1,035,268 $ 9.12 Of the 1,035,268 unvested RSUs, DSUs and restricted stock outstanding at December 31, 2023, 533,494 RSUs include contingent performance requirements for vesting purposes. At December 31, 2023, there was $2.8 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.5 years. During the years ended December 31, 2022 and 2021, the Company granted 464,572 and 657,492 RSUs, respectively, with a weighted-average grant date fair value of $8.63 and $11.02 per share, respectively. The fair value of RSUs that vested was $3.4 million for the year ended December 31, 2023 and $3.8 million for the years ended December 31, 2022 and December 31, 2021, based on the closing price of the Company's common stock at the vesting date. 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 year ended December 31, 2023, 23,422 shares of the Company's stock were purchased for a total price of $210 thousand, as compared to no shares purchased for the year ended December 31, 2022. The following table summarizes the activities under the ESPP from January 1, 2021, through December 31, 2023: Activity Total ESPP equity securities available at January 1, 2021 149,199 Less: common stock purchased by eligible employees (16,015) Total ESPP equity securities available at January 1, 2022 133,184 Less: common stock purchased by eligible employees — Total ESPP equity securities available at January 1, 2023 133,184 Less: common stock purchased by eligible employees (23,422) Total ESPP equity securities available at December 31, 2023 109,762 Amounts withheld from participants are 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) 2023 2022 2021 Performance-based RSUs $ 1,809 $ 1,559 $ 1,608 Time-based RSUs and restricted stock 2,192 2,260 3,754 Equity in lieu of salary — — 1,845 ESPP 62 8 32 Total stock-based compensation $ 4,063 $ 3,827 $ 7,239 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The significant components of our (provision for) benefit from income taxes attributable to current operations for the periods stated were as follows: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Income (loss) before income taxes $ 22,325 $ 997 $ (27,332) Current: Federal tax $ — $ — $ — State tax 299 38 48 Foreign tax (17) 50 283 Total current 282 88 331 Deferred: Federal tax 5,099 (20,642) (4,178) State tax 1,010 25 (1,561) Foreign tax 268 (330) 256 Total deferred 6,377 (20,947) (5,483) Provision for (benefit from) income taxes $ 6,659 $ (20,859) $ (5,152) Foreign income before income tax (benefit) expense is immaterial to consolidated income before income tax (benefit) expense. The following table summarizes the principal elements of the difference between the United States federal statutory rate of 21% and our effective tax rate for the years ended December 31, 2023, 2022 and 2021: (Dollars in thousands) 2023 2022 2021 Income (loss) before income taxes $ 22,325 $ 997 $ (27,332) Income taxes computed at the federal statutory rate $ 4,688 21.0 % $ 209 21.0 % $ (5,740) 21.0 % State income taxes, net of federal benefit 1,343 6.0 % 121 12.1 % (1,513) 5.5 % Change in valuation allowance — — % (21,850) (2,191.6) % 2,070 (7.6) % Research and development and other tax credits — — % (88) (8.8) % (808) 3.0 % Excess executive compensation 405 1.8 % 231 23.1 % 272 (1.0) % Other 223 0.9 % 518 52.0 % 567 (2.1) % Provision for (benefit from) income taxes $ 6,659 29.8 % $ (20,859) (2,092.2) % $ (5,152) 18.8 % The anticipated effective income tax rate is expected to continue to differ from the federal statutory rate primarily due to the effect of state incom e taxes and permanent differences between book and taxable income. The earnings of non-U.S. subsidiaries are deemed to be indefinitely reinvested in non-U.S. operations. The components of deferred income tax assets at December 31, 2023 and 2022 were as follows: December 31, (Dollars in thousands) 2023 2022 Capitalized research and development costs $ 12,706 $ 13,862 Net operating loss carryforward 22,959 25,710 Property and equipment 3,445 4,142 Accrued liabilities, reserves and other expenses 2,781 3,877 Research and development credits 6,430 6,430 Tax credits 681 717 Stock-based compensation 1,733 1,834 Operating lease liabilities 2,831 3,999 Other 167 120 Gross deferred income tax assets 53,733 60,691 Deferred income tax liabilities: Intangible assets (2,299) (2,269) Right-of-use assets (2,688) (3,534) Prepaid and other expenses (158) (162) Gross deferred income tax liabilities (5,145) (5,965) Net deferred income tax assets 48,588 54,726 Valuation allowance (2,328) (2,328) Total deferred income tax assets $ 46,260 $ 52,398 Net Operating Losses and Tax Credits As of December 31, 2023, we had approximately $99.4 million of federal net operating losses available to offset future taxable income, of which approximately $54.4 million were with expiration dates through 2030 and $45.0 million that were indefinite lived. As of December 31, 2023, we had approximately $40.0 million of state net operating losses available to offset future taxable income, of which approximately $37.5 million were with expiration dates through 2043 and $2.5 million that were indefinite lived. As of December 31, 2023, we had approximately $6.4 million of research and development tax credit carryforwards that expire in varying amounts with expiration dates between 2030 through 2042. Valuation Allowance 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. Prior to 2022, the cumulative loss incurred by the Company over the prior three-year period, constituted a piece of objective negative evidence which limited our ability to consider other subjective evidence. In 2022, the completion of restructuring efforts and our expected return to profitability (as indicated by income generated before income taxes in 2022), we eliminated costs that had resulted in our cumulative loss over the prior three-year period, that are not present in our current operating posture or future forecasts. As a result, we determined the negative evidence presented by a cumulative loss position to be weighted less in our assessment compared to positive evidence from our historical core operating results and future projections. Additionally, we considered there to be lower forecast uncertainty as a result of our new strategy and lessening impacts of the COVID-19 pandemic, such that we believe that positive evidence from our projections of future profitability to be weighted more heavily in our assessment of the recoverability of our deferred income tax assets. Based on the assessment completed, utilizing our annual long-range planning and forecasting updates, traditionally completed in the fourth quarter of each year, we reduced the valuation allowance by $21.9 million during the year ended December 31, 2022. The Company maintained a valuation allowance of $2.3 million as of December 31, 2023 and 2022 related to Federal Foreign Tax Credits and certain state net operating losses and state tax credits, as the Company does not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration. Income Tax Audits The 2020, 2021 and 2022 federal and state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any Federal or state tax authority. The federal SOL generally expire three years following the filing of the return or in some cases three years following the utilization or expiration of net operating loss carry forwards. We operate in all states and the District of Columbia and are subject to various state income and franchise tax audits. The states’ SOL varies from three |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations We had no significant commitments and contractual obligations as of December 31, 2023. In January 2024, we entered into a three year contract to renew a subscription for a total value of $3.6 million for future subscription services. Other Commitments We have various LOCs outstanding with multiple state agencies which are considered to be immaterial to the consolidated financial statements. The LOCs typically have one Loss Contingencies The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated. As part of this evaluation, no loss contingencies were identified for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, we recognized a loss of $0.9 million in the fourth quarter of 2021 related to the minimum remaining contractual obligation for a license and service contract classified as a research and development cost on the Consolidated Statement of Operations. Legal Contingencies We are involved, from time to time, in lawsuits arising in the normal course of business. We believe the potential outcomes from these lawsuits will not have a material adverse impact on our financial position or statement of operations. Operating Leases We have operating leases for office and transmitter locations. Substantially all of these leases have lease terms ranging from one month to five years. We continue to review our office and transmitter locations, and intend to replace, reduce or consolidate leases, where possible. Future minimum lease payments under non-cancelable operating leases at December 31, 2023, were as follows: (Dollars in thousands) Operating Leases For the Year Ended December 31, 2024 $ 4,822 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total $ 13,237 These leases typically include renewal options and escalation clauses. Where material, we recognize rent expense on a straight-line basis over the lease period. Total rent expense under operating leases for the years ended December 31, 2023, 2022 and 2021 was approximately $13.8 million, $16.0 million and $16.8 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The Company has a savings plan in the U.S., the Spok Holdings, Inc. Savings and Retirement Plan, which qualifies under Section 401(k) of the Internal Revenue Code. Participating U.S. employees may elect to contribute a percentage of their wages, subject to certain limitations. Matching contributions under the savings plan were approximately $1.2 million for the years ended December 31, 2023 and 2022 and $1.6 million for year ended December 31, 2021. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
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 the years ended December 31, 2023, 2022 and 2021, we recognized revenues of $0.7 million, $0.6 million and $1.0 million, respectively, related to contracts from the entity at which the individual is employed. |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II SPOK HOLDINGS, INC. VALUATION AND QUALIFYING ACCOUNTS Allowance for Credit Losses, Service Credits and Other Balance at the Charged to Write-offs Balance at the (Dollars in thousands) Year ended December 31, 2023 $ 1,808 $ 481 $ (699) $ 1,590 Year ended December 31, 2022 $ 1,442 $ 1,268 $ (902) $ 1,808 Year ended December 31, 2021 $ 1,669 $ 573 $ (800) $ 1,442 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ 15,666 | $ 21,856 | $ (22,180) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Business | Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK) ("Spok," the "Company," "we," "us" and "our") is proud to be 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. These areas of market focus compliment the market focus of our wireless services outlined above. |
Basis of Presentation | Basis of Presentation The accompanying 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 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 Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all periods reported herein and all such adjustments are of a normal, recurring nature. Amounts shown on the 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. These items are shown separately on the Consolidated Statements of Operations within operating expenses to the extent that they are considered material for the periods presented. |
Use of Estimates | Use of Estimates The preparation of these 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, depreciation expense, asset retirement obligations, and income taxes. 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. |
Revenue Recognition and Shipping and Handling Costs | Revenue Recognition The majority of our revenues are derived from short-term contracts related to the sale of wireless paging services and software solutions. Our arrangements exist primarily with customers in the healthcare market and, to a lesser extent, state and federal governments, as well as large enterprise businesses. Under the typical payment terms of our software contracts, customers will normally pay a material amount of the contract price immediately upon execution of the contract. The remaining payments are required when the product is delivered, when services begin and, to a lesser extent, when services are completed. Wireless services are generally billed as incurred on a monthly basis. Our contracts will generally result in billings in excess of revenue recognized, which we present as deferred revenues on the Consolidated Balance Sheets, primarily due to the receipt of payment in advance of the product or services we provide. Amounts billed and due from our customers are classified as accounts receivable on the Consolidated Balance Sheets. At times, we may have contracts which require us to perform work or provide products prior to billing which will generally result in revenue recognized in excess of billings. This excess is presented as unbilled receivables in the Notes to the Consolidated Financial Statements. We generally do not have transactions that include a significant financing component (whether payments are made in advance or in arrears) as our contracts typically take less than 12 months to complete once started. We would not adjust the total consideration for the effects of a significant financing component if we anticipate, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less. We account for a contract when: (1) both parties have approved the contract through mutually signed agreements or through other methods such as purchase orders or master agreements; (2) the rights of the parties have been identified; (3) payment terms have been identified; (4) the contract has commercial substance; and (5) collectability of consideration is probable. We also evaluate whether two or more contracts should be combined and accounted for as a single contract. In our evaluation, we consider criteria such as, but not limited to, whether: (1) the contracts are negotiated as a package with a single commercial objective; (2) the amount of consideration to be paid in one contract is dependent on the price or performance of another contract; and (3) some or all of the goods or services promised in the contracts are a single performance obligation. Should we consider contracts related, we would account for those contracts as if they were a single contract. Evaluating whether two or more contracts should be combined and accounted for as a single contract requires significant judgment. In the aggregate, a decision to combine a group of contracts could significantly impact the amount of revenue and profit recorded in a given period. We review each contract to determine whether to account for the various promises as one or more performance obligations. The assessment and determination of performance obligations for a given contract requires significant judgment. Wireless service contracts are generally considered to be a single promise and, therefore, accounted for as a single performance obligation. Contracts which include goods or services related to our software solutions and subscriptions are generally sold with multiple promises, and therefore, will often include multiple performance obligations. Material performance obligations related to the sale of our software solutions include software licenses, professional services, hardware and maintenance. More often than not, total consideration will equate to the stated value on the contract taking into consideration any period or term over which services are to be provided, if applicable. However, we could have contracts in which variable consideration is present. It is common for our contracts that include wireless services to contain customer penalties if rental pagers are not returned and fees for usage of services in excess of the contractually allotted amount for a given period. It is also common for our contracts that include professional services to include travel-related costs. These are costs which we incur in the normal course of delivering professional services and are generally billable to the customer based on our incurred expenses. These elements of variable consideration are fully constrained when an agreement is initially executed and are generally not considered estimable until the penalties, fees or costs have been incurred or are otherwise known. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimating variable consideration requires significant judgment and our assessment includes all relevant information that is reasonably available to us including historical, current and forecasted information. We have elected to exclude from revenue all amounts collected on behalf of third parties, and therefore, items such as sales and use tax are excluded from our calculation of the total transaction price. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation proportionately based on the estimated relative standalone selling price ("SSP") of the promised goods or services underlying each performance obligation. We rarely sell goods or services as readily observable standalone sales, however, if we do, the observable standalone sales are used to determine the SSP. In most cases, we must estimate the relative SSP which requires significant judgment and estimates. In instances where SSP is not directly observable, we determine the SSP using information that may include contractually stated prices, market conditions, costs, renewal contracts, list prices and other observable inputs. A discount is present if the total transaction price is less than the sum of the estimated SSPs of the goods or services promised in the contract. Discounts are generally allocated proportionately based on the relative SSP of the identified performance obligations for a given contract. Our wireless, professional, maintenance, and subscription 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. This is a significant area of judgment as it requires an estimate at completion ("EAC") for each contract. Our initial EAC is primarily based on prior experience also taking into consideration any specific facts and circumstances for a given contract. As projects progress, the EAC is periodically updated and reviewed to ensure the timing of revenue recognition is appropriate. The creation, maintenance and review of a project's EAC requires significant judgment to determine an appropriate number of hours over which the remaining project is expected to be completed. 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 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. In most contracts, transfer of control for software licenses occurs in a short period of time after a contract has been executed and licenses are made electronically available. Contracts may be modified to account for changes in a project's scope or other customer requirements. Most of our contract modifications are for goods or services that are distinct from the existing contract. In these instances, the contract modification would either be recognized as an entirely new and separate contract or the modification would be treated as if it were a termination of the existing contract and the creation of a new contract, including all undelivered goods and services under the previous contract. Revenue would be recognized on a prospective basis and a cumulative catch-up would not be recognized. Incremental Costs of Obtaining a Contract and Costs to Fulfill a Contract Shipping and Handling Costs We incur shipping and handling costs to send and receive messaging devices and other equipment to/from our customers. Amounts billed to customers related to shipping and handling are classified as revenue and the Company's shipping and handling costs are classified as cost of revenue. These costs are expensed as incurred. |
Leases | Leases Operating lease right-of-use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We have made an accounting policy election not to apply the recognition requirements of ASC 842, "Leases," to short-term leases. Those leases which have a term of less than 12 months will have lease payments recognized, in our Consolidated Statements of Operations, on a straight-line basis over the lease term. An optional renewal or termination is not recognized as part of the lease term unless we determine at lease inception that it is reasonably certain that we will exercise that option. The term reasonably certain is a high threshold for which pervasive evidence generally does not exist, and therefore, optional renewal periods are generally excluded from our ROU assets and lease liabilities until they have been exercised. Lease expense is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use an estimated incremental borrowing rate in determining the present value of lease payments. The Company uses a portfolio approach when determining the discount rate applied to its leases. Significant judgment is necessary when determining a discount rate because we must estimate the discount rate based on a number of factors and observable inputs including current market conditions, market yields, government bond rates, credit risk, and other factors as necessary. The Company must also exercise significant judgment when determining whether an option to renew or terminate a lease should be included in the lease term. This judgment includes an assessment of all relevant economic factors such as costs relating to the termination or extension of a lease, importance of the underlying asset to the Company’s operations, and the terms and conditions of the optional periods in relation to current market rates. Where we have lease agreements which contain lease and non-lease components, we have elected to make use of the practical expedient to account for each separate lease component and associated non-lease component as a single lease component. This practical expedient is applied to our facility and site leases whereby maintenance and utilities charges are included with lease components in the measurement of our lease liability. |
Impairment of Goodwill, Long-Lived Assets, and Intangible Assets Subject to Amortization | Impairment of Goodwill, Long-Lived Assets, and Intangible Assets Subject to Amortization Goodwill is not amortized but is evaluated for impairment at least annually, or when events or circumstances suggest a potential impairment has occurred. We perform this annual impairment test in the fourth quarter of the fiscal year. We evaluate goodwill for impairment between annual tests if indicators of impairment exist. The impairment test involves comparing the fair value of the reporting unit with its carrying value. An impairment charge is recognized for the amount that the carrying value exceeds the reporting unit's fair value. For purposes of the goodwill impairment evaluation, the Company as a whole is considered the reporting unit. The fair value of the reporting unit is estimated under a market-based approach using the fair value of the Company's common stock. The estimated fair value requires significant judgments, including timing and appropriateness of the price of common stock used (e.g., point-in-time application, simple moving average, exponential moving average), as well as application of an estimated control premium. The estimated control premium is based on a review of current and past market information published by a third-party resource, assessment of the Company's future projected discounted cash flows and other relevant information, if available. We recorded no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021. We are required to evaluate the carrying value of our long-lived assets, amortizable intangible assets and goodwill. Amortizable intangible assets include customer-related intangibles that resulted from previous acquisitions. Such intangibles are amortized over periods up to 10 years. Quarterly, we assess whether circumstances exist which suggest that the carrying value of long-lived and amortizable intangible assets (asset groups) may not be recoverable. When applicable, we assess the recoverability of the carrying value of our long-lived assets (asset groups) and certain amortizable intangible assets based on estimated undiscounted cash flows generated from such assets (asset groups). We determine asset groups based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In assessing the recoverability of these assets, we forecast cash flows based on various operating assumptions such as revenue forecasted by product line, in-process research and development cost, and other direct costs. Significant judgment is required in determining the recoverability, including the timing and appropriateness of the estimated undiscounted cash flows. If the forecast of undiscounted cash flows does not exceed the carrying value of the long-lived and amortizable intangible assets, we record an impairment charge to the extent the carrying value exceeded the fair value of such assets. Significant judgment may be required in estimating fair value dependent on the availability of objective, market-based, evidence and the input level (e.g., Level 1, 2 or 3) of that evidence. |
Accounts Receivable Allowances | Accounts Receivable Allowances Our two most significant allowance accounts are: an allowance for credit losses and an allowance for service credits. Provisions for these allowances are recorded on a monthly basis and are included as a component of general and administrative expenses, respectively. Estimates are used in determining the allowance for credit losses and are based on historical collection experience and current and forecasted trends, as well as known specific collection risks. In determining these estimates, we review historical write-offs, including comparisons of write-offs to provisions for credit losses. We compare the ratio of the allowance to gross receivables to historical levels, and monitor amounts collected and related statistics. We write off receivables when they are deemed uncollectible. While write-offs of customer accounts have historically been within our expectations and the provisions established, we cannot guarantee that the future write-off experience will be consistent with historical experience, which could result in material differences when compared to the allowance for credit losses and related provisions. From time to time, we grant service credits for customer retention purposes or when there is an adjustment in the scope of work. The allowance for service credits related provisions are based on historical credit percentages, current credit and aging trends, historical actual payment trends and actual credit experience. We analyze our past credit experience over several time frames. Using this analysis along with current operational data, including existing experience of credits issued and the time frames in which credits are issued, we establish an appropriate allowance for service credits. This allowance also reduces accounts receivable for lost and non-returned pagers to the expected realizable amounts and for free wireless services. While credits issued have been within our expectations and the provisions established, we cannot guarantee that future credit experience will be consistent with historical experience, which could result in material differences when compared to the allowance for service credits and maintenance-related provisions. |
Property and Equipment | Property and Equipment Property and equipment are reported at cost and are depreciated using the straight-line method based on estimated useful lives which range from one |
Asset Retirement Obligations | Asset Retirement Obligations We recognize liabilities and corresponding assets for future obligations associated with the retirement of assets. We have paging equipment assets, principally transmitters, which are located at leased locations. The underlying leases generally require the removal of equipment at the end of the lease term; therefore, a future obligation exists. Asset retirement costs are reflected in paging equipment assets with depreciation expense recognized over the estimated lives, which range between one The recognition of an asset retirement obligation requires that management make numerous assumptions regarding such factors as the cost and timing of deconstruction; the credit-adjusted risk-free rate to be used; inflation rates; and future advances in technology. The fair value of contractor fees to remove each asset, based on historical trend, is estimated to escalate by 3.0% each year through the terminal date. The total estimated liability is based on the estimated future value of those costs and the timing of deconstruction. We believe these estimates are reasonable at the present time, but we can give no assurance that changes in technology, our financial condition, the economy or other factors would not result in higher or lower asset retirement obligations. Any variations from our estimates would generally result in a change in the assets and liabilities in equal amounts, and operating results would differ in the future by any difference in depreciation expense and accretion expense (see Note 6, "Consolidated Financial Statements' Components" and Note 8, "Asset Retirement Obligations" for additional details). |
Income Taxes | Income Taxes We file a consolidated U.S. federal income tax return and income tax returns in state, local and foreign jurisdictions as required. The provision for current income taxes is calculated and accrued on income and expenses expected to be included in current year U.S. and foreign income tax returns. The provision for current income taxes may also include interest, penalties and an estimated amount reflecting uncertain tax positions. Deferred income tax assets and liabilities are calculated based on temporary differences between the financial statement values and the tax bases of assets and liabilities including net operating loss and tax credit carryforwards at the enacted tax rates expected to apply to taxable income when taxes are actually paid or recovered. Changes in deferred income tax assets and liabilities are included as a component of deferred income tax expense. Deferred income tax assets represent amounts available to reduce future income taxes payable. 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 our deferred income tax assets will be realized in future periods. We provide a valuation allowance when we consider it "more likely than not" that a deferred income tax asset will not be fully recovered. The assessment of our deferred income tax assets requires significant judgment. We reduced the valuation allowance by $21.9 million, as of December 31, 2022, based on the assessment completed, utilizing our annual long-range planning and forecasting updates. The Company maintained a valuation allowance of $2.3 million related to federal foreign tax credits and certain state net operating losses and credits as the Company does not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration. |
Research and Development | Research and Development In accordance with ASC 985-20, Software to be Sold, Leased, or Marketed, certain software development costs are charged to operations and expensed as incurred until technological feasibility has been established. Material costs incurred after technological feasibility is established and before the product is ready for general release are capitalized and amortized on a straight-line basis over the estimated remaining economic life of the product or the ratio of current revenues to total projected product revenues, whichever is greater. To date, the time between technological feasibility and general release to the public has been extremely short and consequently expenses available for capitalization have been immaterial. Accordingly, all research and developments costs incurred to date, accounted for in accordance with ASC 985-20, have been expensed as incurred. In accordance with ASC 350-40, Internal-Use Software, certain software development costs were capitalized while in the application development stage related to software developed for internal use or software sold in a Software as a Service ("SaaS") arrangement. This included certain development costs for our integrated communications and collaboration platform, Spok Go ® , prior to our new strategic business plan in February 2022 that discontinued Spok Go. These costs qualified for capitalization beginning in the first quarter of 2020. All other costs incurred during the preliminary project stage or the post-implementation stage were expensed as incurred. Significant judgment was required when assessing costs and determining whether they fell within the preliminary project, application development, or post-implementation stage that determined whether the associated costs were expensed as incurred or capitalized. With the discontinuation of Spok Go in 2022, no software development costs were capitalized in 2023. |
Advertising Expenses | Advertising Expenses |
Stock-Based Compensation | Stock-Based Compensation We account for share-based payments to employees, including restricted stock units ("RSUs"), restricted common stock ("restricted stock") and the option to purchase common stock under the Employee Stock Purchase Plan ("ESPP"), based on their fair value and the estimated number of shares we expect will vest based on the performance metrics associated with the award, if applicable. Fair value for RSUs and restricted stock is measured based on the closing fair market value of the Company's common stock on the date of grant. Fair value for ESPP is measured using the Black-Scholes model for each offering period based on the offer date. Compensation expense is recognized on a straight-line basis over the requisite service period. Forfeitures and withdrawals are accounted for on an as incurred basis. Changes in our estimates of the expected attainment of performance targets are reflected in the amount of compensation expense that we recognize for the related instruments during the interim reporting period when the change in estimate is determined and may cause the amount of compensation expense that we record for each period to vary. Further information regarding stock-based compensation can be found in Note 9, "Stockholders' Equity." |
Concentration of Credit Risk | Concentrations of Credit Risk Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, short-term receivables and accounts receivable. While our cash and cash equivalents are managed by reputable financial institutions, deposits at these institutions and funds may, at times, exceed federally insured limits. Management believes that these financial institutions and funds are financially sound and, accordingly, that minimal credit risk exists. |
Sales and Use Taxes | Sales and Use Taxes Sales and use taxes imposed on the ultimate consumer are excluded from revenue where we are required by law or regulation to act as collection agent for the taxing jurisdiction. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments We account for certain assets and liabilities at fair value. We categorize each of our fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments in active markets. • Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are corroborated by other observable market data. • Level 3 : Unobservable inputs that cannot be corroborated by observable market data and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. Those investments with an original maturity of greater than three months and less than one year are classified as short-term investments. Cash and cash equivalents consist primarily of cash on deposit with banks and investments in money market funds. Financial instruments including cash and cash equivalents, accounts receivable and accounts payable all have fair values that approximate their carrying values at December 31, 2023 and 2022 due to their short maturities. |
Earnings Per Common Share | Earnings Per Common Share |
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 not expected to have a material impact on the Company's Consolidated Financial Statements. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | These costs are as follows: For the Year Ended December 31, (Dollars in thousands) 2022 Severance and personnel related costs $ 6,006 Contractual terminations 1,323 Total severance and restructuring costs $ 7,329 |
Schedule of Restructuring Reserve by Type of Cost | (Dollars in thousands) Total Balance at December 31, 2021 $ — Restructuring and other charges 6,649 Payments (4,286) Non-cash adjustment (155) Balance at December 31, 2022 $ 2,208 Payments (2,199) Non-cash adjustment (9) Balance at December 31, 2023 $ — |
Revenue, Deferred Revenue and_2
Revenue, Deferred Revenue and Prepaid Commissions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The following table presents our revenues disaggregated by revenue type: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Revenue: Paging revenue $ 73,135 $ 73,323 $ 75,845 Product and other revenue 2,833 2,299 2,981 Wireless revenue $ 75,968 $ 75,622 $ 78,826 License $ 8,721 $ 7,202 $ 5,917 Professional services 14,694 12,565 17,161 Hardware 2,675 2,211 2,267 Operations revenue 26,090 21,978 25,345 Maintenance 36,967 36,934 37,982 Software revenue $ 63,057 $ 58,912 $ 63,327 Total revenue $ 139,025 $ 134,534 $ 142,153 The Company is currently structured as a single operating (and reportable) segment, a clinical communication and collaboration business. The U.S. was the only country that accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2023, 2022 and 2021. Revenue generated in the U.S. and internationally consisted of the following for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Revenue: United States $ 135,804 $ 130,380 $ 138,265 International 3,221 4,154 3,888 Total revenue $ 139,025 $ 134,534 $ 142,153 |
Schedule of Deferred Revenue | Changes in the balance of total deferred revenue during the year ended December 31, 2023, are as follows: (Dollars in thousands) December 31, 2022 Additions Revenue Recognized December 31, 2023 Deferred Revenue $ 27,505 $ 61,378 $ (61,937) $ 26,946 |
Schedule of Deferred Commissions | Changes in the balance of total prepaid commissions during the year ended December 31, 2023, are as follows: (Dollars in thousands) December 31, 2022 Additions Commissions Recognized December 31, 2023 Prepaid Commissions $ 1,745 $ 5,057 $ (4,517) $ 2,285 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following table presents lease costs disaggregated by type: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Operating lease cost $ 4,572 $ 6,063 $ 6,221 Short-term lease cost 9,267 9,916 10,529 Total lease cost $ 13,839 $ 15,979 $ 16,750 The following table presents supplemental cash flow information: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 5,995 $ 5,708 $ 5,625 The following table presents the weighted average remaining lease term and discount rate: December 31, (Dollars in thousands) 2023 2022 2021 Weighted-average remaining lease term - operating leases (in years) 4.20 5.00 4.73 Weighted-average discount rate - operating leases 5.84% 4.39% 4.44% |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023, were as follows: (Dollars in thousands) For the Year Ended December 31, 2024 $ 4,184 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total future lease payments 12,599 Imputed interest (1,513) Total $ 11,086 Future minimum lease payments under non-cancelable operating leases at December 31, 2023, were as follows: (Dollars in thousands) Operating Leases For the Year Ended December 31, 2024 $ 4,822 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total $ 13,237 |
Consolidated Financial Statem_2
Consolidated Financial Statements' Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Depreciation, Amortization and Accretion | Depreciation, amortization and accretion consisted of the following for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Depreciation Leasehold improvements $ 87 $ 64 $ 88 Asset retirement costs (261) (702) (87) Paging and computer equipment 3,792 3,289 3,797 Furniture, fixtures and vehicles 222 240 258 Total depreciation 3,840 2,891 4,056 Amortization Intangible assets — — 417 Capitalized software development costs — — 5,357 Total amortization — — 5,774 Accretion 656 680 616 Total depreciation, amortization and accretion expense $ 4,496 $ 3,571 $ 10,446 |
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following for the periods stated: Useful Life For the Year Ended December 31, (Dollars in thousands) 2023 2022 Leasehold improvements lease term $ 2,202 $ 2,497 Asset retirement costs 1-5 3,722 3,848 Paging and computer equipment 1-5 86,332 88,427 Furniture, fixtures and vehicles 3-5 3,129 3,289 Total property and equipment 95,385 98,061 Accumulated depreciation (88,064) (89,838) Total property and equipment, net $ 7,321 $ 8,223 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Changes in Asset Retirement Obligation Liability Balances | The components of the changes in the asset retirement obligation liabilities for the periods stated were as follows: (Dollars in thousands) Short-Term Portion Long-Term Portion Total Balance as of December 31, 2021 $ 130 $ 6,355 $ 6,485 Accretion 138 542 680 Amounts paid (288) — (288) Additions 70 533 603 Reclassifications 193 (193) — Balance as of December 31, 2022 243 7,237 7,480 Accretion (4) 660 656 Amounts paid (243) — (243) Additions (33) (463) (496) Reclassifications 243 (243) — Balance as of December 31, 2023 $ 206 $ 7,191 $ 7,397 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted net income and 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) 2023 2022 2021 Numerator: Net income (loss) $ 15,666 $ 21,856 $ (22,180) Denominator: Basic weighted average common shares outstanding 19,953,747 19,672,423 19,404,477 Diluted weighted average common shares outstanding 20,343,912 19,991,202 19,404,477 Basic net income (loss) per common share $ 0.79 $ 1.11 $ (1.14) Diluted net income (loss) per common share $ 0.77 $ 1.09 $ (1.14) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2023, 2022 and 2021, 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, 2023 2022 2021 Restricted stock units — — 371,194 |
Schedule of Activities Under Equity Plan | The following table summarizes the activities under the Equity Plan from January 1, 2021 through December 31, 2023: Activity Total equity securities available at January 1, 2021 1,699,314 Less: stock issued in lieu of cash compensation (169,944) Less: RSU and restricted stock awarded to eligible employees, net of forfeitures (539,241) Total equity securities available at December 31, 2021 990,129 Less: RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures (307,077) Total equity securities available at December 31, 2022 683,052 Plus: Additional shares available for issuance under the Equity Plan 1,000,000 Less: RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures (407,348) Total equity securities available at December 31, 2023 1,275,704 |
Schedule of Additional Awards Under 2011 LTIP | The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plan for the year ended December 31, 2023: Shares Weighted-Average Grant Date Fair Value per Share Unvested at January 1, 2023 1,015,749 $ 10.25 Granted 471,272 8.46 Vested (387,829) 11.09 Forfeited (63,924) 10.28 Unvested at December 31, 2023 1,035,268 $ 9.12 |
Schedule of Activities Under Equity Plan From Inception | The following table summarizes the activities under the ESPP from January 1, 2021, through December 31, 2023: Activity Total ESPP equity securities available at January 1, 2021 149,199 Less: common stock purchased by eligible employees (16,015) Total ESPP equity securities available at January 1, 2022 133,184 Less: common stock purchased by eligible employees — Total ESPP equity securities available at January 1, 2023 133,184 Less: common stock purchased by eligible employees (23,422) Total ESPP equity securities available at December 31, 2023 109,762 |
Summary of Stock Based Compensation Expense | The following table reflects stock-based compensation expense for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Performance-based RSUs $ 1,809 $ 1,559 $ 1,608 Time-based RSUs and restricted stock 2,192 2,260 3,754 Equity in lieu of salary — — 1,845 ESPP 62 8 32 Total stock-based compensation $ 4,063 $ 3,827 $ 7,239 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) Attributable to Current Operations | The significant components of our (provision for) benefit from income taxes attributable to current operations for the periods stated were as follows: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Income (loss) before income taxes $ 22,325 $ 997 $ (27,332) Current: Federal tax $ — $ — $ — State tax 299 38 48 Foreign tax (17) 50 283 Total current 282 88 331 Deferred: Federal tax 5,099 (20,642) (4,178) State tax 1,010 25 (1,561) Foreign tax 268 (330) 256 Total deferred 6,377 (20,947) (5,483) Provision for (benefit from) income taxes $ 6,659 $ (20,859) $ (5,152) |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes the principal elements of the difference between the United States federal statutory rate of 21% and our effective tax rate for the years ended December 31, 2023, 2022 and 2021: (Dollars in thousands) 2023 2022 2021 Income (loss) before income taxes $ 22,325 $ 997 $ (27,332) Income taxes computed at the federal statutory rate $ 4,688 21.0 % $ 209 21.0 % $ (5,740) 21.0 % State income taxes, net of federal benefit 1,343 6.0 % 121 12.1 % (1,513) 5.5 % Change in valuation allowance — — % (21,850) (2,191.6) % 2,070 (7.6) % Research and development and other tax credits — — % (88) (8.8) % (808) 3.0 % Excess executive compensation 405 1.8 % 231 23.1 % 272 (1.0) % Other 223 0.9 % 518 52.0 % 567 (2.1) % Provision for (benefit from) income taxes $ 6,659 29.8 % $ (20,859) (2,092.2) % $ (5,152) 18.8 % |
Schedule of Deferred Income Tax Assets | The components of deferred income tax assets at December 31, 2023 and 2022 were as follows: December 31, (Dollars in thousands) 2023 2022 Capitalized research and development costs $ 12,706 $ 13,862 Net operating loss carryforward 22,959 25,710 Property and equipment 3,445 4,142 Accrued liabilities, reserves and other expenses 2,781 3,877 Research and development credits 6,430 6,430 Tax credits 681 717 Stock-based compensation 1,733 1,834 Operating lease liabilities 2,831 3,999 Other 167 120 Gross deferred income tax assets 53,733 60,691 Deferred income tax liabilities: Intangible assets (2,299) (2,269) Right-of-use assets (2,688) (3,534) Prepaid and other expenses (158) (162) Gross deferred income tax liabilities (5,145) (5,965) Net deferred income tax assets 48,588 54,726 Valuation allowance (2,328) (2,328) Total deferred income tax assets $ 46,260 $ 52,398 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023, were as follows: (Dollars in thousands) For the Year Ended December 31, 2024 $ 4,184 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total future lease payments 12,599 Imputed interest (1,513) Total $ 11,086 Future minimum lease payments under non-cancelable operating leases at December 31, 2023, were as follows: (Dollars in thousands) Operating Leases For the Year Ended December 31, 2024 $ 4,822 2025 2,404 2026 1,921 2027 1,460 2028 1,142 Thereafter 1,488 Total $ 13,237 |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) account | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Deferred revenue | $ 26,298,000 | $ 27,255,000 | |
Commissions expense | 4,500,000 | 4,000,000 | $ 4,400,000 |
Impairment of goodwill | 0 | 0 | 0 |
Impairment of intangible assets | 0 | 0 | 0 |
Capitalized software development impairment | $ 0 | 0 | 15,663,000 |
Number of significant allowance accounts | account | 2 | ||
Contractor fee, annual percentage increase | 3% | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | (21,900,000) | ||
Valuation allowance | $ 2,328,000 | 2,328,000 | |
Uncertain tax positions | 0 | 0 | |
Advertising expenses | 700,000 | 1,000,000 | 1,400,000 |
Provisions for doubtful accounts, service credits and other | $ 300,000 | 1,200,000 | $ 700,000 |
Adjustments | |||
Property, Plant and Equipment [Line Items] | |||
Deferred revenue | $ 1,000,000 | ||
Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | ||
Minimum | Paging Equipment Assets | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Maximum | Paging Equipment Assets | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Customer Relationships | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of intangible assets | 10 years | 10 years |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Feb. 08, 2022 position | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring and Related Activities [Abstract] | ||||
Number of positions to be eliminated | position | 176 | |||
Severance and restructuring | $ | $ 573 | $ 7,329 | $ 320 |
Restructuring - Restructuring C
Restructuring - Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Severance and personnel related costs | $ 6,006 | ||
Contractual terminations | 1,323 | ||
Total severance and restructuring costs | $ 573 | $ 7,329 | $ 320 |
Restructuring - Activity for Re
Restructuring - Activity for Restructuring Related Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 2,208 | $ 0 |
Restructuring and other charges | 6,649 | |
Payments | (2,199) | (4,286) |
Non-cash adjustment | (9) | (155) |
Ending balance | $ 0 | $ 2,208 |
Revenue, Deferred Revenue and_3
Revenue, Deferred Revenue and Prepaid Commissions - Schedule of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 139,025 | $ 134,534 | $ 142,153 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 135,804 | 130,380 | 138,265 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,221 | 4,154 | 3,888 |
Wireless revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 75,968 | 75,622 | 78,826 |
Paging revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 73,135 | 73,323 | 75,845 |
Product and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,833 | 2,299 | 2,981 |
Software revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 63,057 | 58,912 | 63,327 |
Operations revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 26,090 | 21,978 | 25,345 |
License | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 8,721 | 7,202 | 5,917 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 14,694 | 12,565 | 17,161 |
Hardware | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,675 | 2,211 | 2,267 |
Maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 36,967 | $ 36,934 | $ 37,982 |
Revenue, Deferred Revenue and_4
Revenue, Deferred Revenue and Prepaid Commissions - Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract With Customer Liability (Roll Forward) [Abstract] | |
Beginning balance | $ 27,505 |
Additions | 61,378 |
Revenue Recognized | 61,937 |
Ending balance | $ 26,946 |
Revenue, Deferred Revenue and_5
Revenue, Deferred Revenue and Prepaid Commissions - Additional Details (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized | $ 23.8 |
Revenue, Deferred Revenue and_6
Revenue, Deferred Revenue and Prepaid Commissions - Prepaid Commissions (Details) - Sales Commissions $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Capitalized Contract Cost [Roll Forward] | |
Beginning balance | $ 1,745 |
Additions | 5,057 |
Ending balance | 2,285 |
Commissions Recognized | $ (4,517) |
Revenue, Deferred Revenue and_7
Revenue, Deferred Revenue and Prepaid Commissions - Performance Obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 56.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 38.4 |
Remaining performance obligation, timing | 12 months |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2022 USD ($) lease | Dec. 31, 2023 USD ($) renewal | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Termination term | 1 year | |||||
Lessee, operating lease, number of leases extended | lease | 23 | |||||
Operating leases, term of contract | 10 years | |||||
Lessee, operating lease, notification of termination period | 45 days | |||||
Operating lease, liability | $ 2,900 | $ 11,086 | ||||
Operating lease right-of-use assets | $ 13,876 | $ 2,900 | 10,526 | $ 13,876 | ||
Decrease in right-of-use assets | 1,800 | 1,800 | ||||
Decrease in operating lease liabilities | $ 1,800 | 1,264 | $ (357) | $ (763) | ||
Geographic Basis, Corporate Headquarters | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Decrease in right-of-use assets | $ (1,300) | |||||
OperatingLeaseTerminationPayment | $ 700 | |||||
Decrease in operating lease liabilities | $ (2,000) | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of renewal options | renewal | 1 | |||||
Operating leases, term of contract | 1 month | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of renewal options | renewal | 5 | |||||
Operating leases, term of contract | 5 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 4,572 | $ 6,063 | $ 6,221 |
Short-term lease cost | 9,267 | 9,916 | 10,529 |
Total lease cost | 13,839 | 15,979 | 16,750 |
Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ 5,995 | $ 5,708 | $ 5,625 |
Weighted-average remaining lease term - operating leases (in years) | 4 years 2 months 12 days | 5 years | 4 years 8 months 23 days |
Weighted-average discount rate - operating leases | 5.84% | 4.39% | 4.44% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | May 31, 2022 |
Leases [Abstract] | ||
2024 | $ 4,184 | |
2025 | 2,404 | |
2026 | 1,921 | |
2027 | 1,460 | |
2028 | 1,142 | |
Thereafter | 1,488 | |
Total future lease payments | 12,599 | |
Imputed interest | (1,513) | |
Total | $ 11,086 | $ 2,900 |
Consolidated Financial Statem_3
Consolidated Financial Statements' Components - Depreciation, Amortization and Accretion (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total depreciation | $ 3,840,000 | $ 2,891,000 | $ 4,056,000 |
Amortization | |||
Intangible assets | 0 | 0 | 417,000 |
Capitalized software development costs | 0 | 0 | 5,357,000 |
Total amortization | 0 | 0 | 5,774,000 |
Accretion | 656,000 | 680,000 | 616,000 |
Total depreciation, amortization and accretion expense | 4,496,000 | 3,571,000 | 10,446,000 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 87,000 | 64,000 | 88,000 |
Asset retirement costs | |||
Property, Plant and Equipment [Line Items] | |||
Asset retirement costs | (261,000) | (702,000) | (87,000) |
Paging and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 3,792,000 | 3,289,000 | 3,797,000 |
Furniture, fixtures and vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 222,000 | $ 240,000 | $ 258,000 |
Consolidated Financial Statem_4
Consolidated Financial Statements' Components - Accounts Receivable, net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowances for doubtful accounts | $ 1.6 | $ 1.8 |
Unbilled receivables | $ 6 | $ 5.9 |
Consolidated Financial Statem_5
Consolidated Financial Statements' Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 95,385 | $ 98,061 |
Accumulated depreciation | (88,064) | (89,838) |
Total property and equipment, net | $ 7,321 | 8,223 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 1 year | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (In Years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,202 | 2,497 |
Asset retirement costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,722 | 3,848 |
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 | $ 86,332 | 88,427 |
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 | $ 3,129 | $ 3,289 |
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 |
Goodwill, Capitalized Softwar_2
Goodwill, Capitalized Software Development and Intangible Assets, Net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 99,175,000 | $ 99,175,000 | |
Goodwill, accumulated impairment losses | 33,900,000 | ||
Goodwill, period change | 0 | ||
Capitalized computer software, additions | 0 | $ 10,800,000 | |
Capitalized software development costs | 0 | 0 | 5,357,000 |
Capitalized software development impairment | $ 0 | $ 0 | $ 15,663,000 |
Computer Software, Intangible Asset | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 3 years |
Goodwill, Capitalized Softwar_3
Goodwill, Capitalized Software Development and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 0 | $ 0 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, original gross carrying amount | $ 25 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 7,480 | $ 6,485 |
Amounts paid | (243) | (288) |
Additions | (496) | 603 |
Reclassifications | 0 | 0 |
Ending balance | 7,397 | 7,480 |
AssetRetirementObligationAccretionCredit | 656 | 680 |
Total estimated liability | 8,900 | |
Other Current Liabilities | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | 243 | 130 |
Amounts paid | (243) | (288) |
Additions | (33) | 70 |
Reclassifications | 243 | 193 |
Ending balance | 206 | 243 |
AssetRetirementObligationAccretionCredit | (4) | 138 |
Asset Retirement Obligations, Noncurrent | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | 7,237 | 6,355 |
Amounts paid | 0 | 0 |
Additions | (463) | 533 |
Reclassifications | (243) | (193) |
Ending balance | 7,191 | 7,237 |
AssetRetirementObligationAccretionCredit | $ 660 | $ 542 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 21, 2024 | Jul. 25, 2023 | Feb. 28, 2022 | Jul. 28, 2020 | Jul. 25, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock authorized (in shares) | 75,000,000 | 75,000,000 | ||||||
Common stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 | ||||||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||||||
Stock options outstanding (in shares) | 0 | 0 | ||||||
Common stock outstanding (in shares) | 19,992,102 | 19,703,800 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Dividends declared (in usd per share) | $ 1.25 | $ 0.50 | $ 0.50 | |||||
Common stock repurchase program, authorized amount | $ 10,000,000 | |||||||
Shares reserved for future issuance (in shares) | 1,268,444 | 1,699,950 | ||||||
Issuance of common stock under the Employee Stock Purchase Plan | $ 210,000 | $ 132,000 | ||||||
Restricted Stock and RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of shares vested | $ 3,400,000 | $ 3,800,000 | $ 3,800,000 | |||||
Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 464,572 | 657,492 | ||||||
Granted (in usd per share) | $ 8.63 | $ 11.02 | ||||||
2012 Equity Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 407,348 | 307,077 | 539,241 | |||||
2012 Equity Plan | Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2012 Equity Plan | Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
2012 Equity Plan | Contingent restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2011 Long Term Incentive Plan | Restricted Stock and RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year 6 months | |||||||
Compensation cost not yet recognized | $ 2,800,000 | |||||||
2011 Long Term Incentive Plan | Contingent restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unvested shares outstanding (in shares) | 533,494 | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 250,000 | |||||||
Award required holding period | 2 years | |||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 0 | |||||||
ESPP | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Offering period | 6 months | |||||||
Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Dividend rate (in usd per share) | $ 0.3125 | |||||||
Dividends declared | $ 6,300,000 |
Stockholders' Equity - Earnings
Stockholders' Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ 15,666 | $ 21,856 | $ (22,180) |
Denominator: | |||
Basic weighted average common shares outstanding (in shares) | 19,953,747 | 19,672,423 | 19,404,477 |
Diluted weighted average common shares outstanding (in shares) | 20,343,912 | 19,991,202 | 19,404,477 |
Basic net income (loss) per common share (in usd per share) | $ 0.79 | $ 1.11 | $ (1.14) |
Diluted net income (loss) per common share (in usd per share) | $ 0.77 | $ 1.09 | $ (1.14) |
Restricted stock units | |||
Denominator: | |||
Restricted stock units (in shares) | 0 | 0 | 371,194 |
Stockholders' Equity - Activiti
Stockholders' Equity - Activities Under Equity Plan (Details) - shares | 12 Months Ended | |||
Jul. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Available for Grant [Roll Forward] | ||||
Plus: Additional shares available for issuance under the 2020 Equity Plan (in shares) | 1,000,000 | |||
2012 Equity Plan | ||||
Number of Shares Available for Grant [Roll Forward] | ||||
Beginning balance, equity securities available (in shares) | 683,052 | 990,129 | 1,699,314 | |
Plus: Additional shares available for issuance under the 2020 Equity Plan (in shares) | 1,000,000 | |||
Less: issuance of common stock in lieu of cash compensation (in shares) | (169,944) | |||
Less: RSU, DSU, and restricted stock awarded to eligible employees, net of forfeitures (in shares) | (407,348) | (307,077) | (539,241) | |
Ending balance, equity securities available (in shares) | 1,275,704 | 683,052 | 990,129 |
Stockholders' Equity - Additi_2
Stockholders' Equity - Additional Awards Under 2011 LTIP (Details) - Restricted Stock, Restricted Stock Units, And Deferred Stock Units - 2011 Long Term Incentive Plan | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Beginning balance (in shares) | shares | 1,015,749 |
Granted (in shares) | shares | 471,272 |
Vested (in shares) | shares | (387,829) |
Forfeited (in shares) | shares | (63,924) |
Ending balance (in shares) | shares | 1,035,268 |
Weighted-Average Grant Date Fair Value per Share | |
Beginning balance (in usd per share) | $ / shares | $ 10.25 |
Granted (in usd per share) | $ / shares | 8.46 |
Vested (in usd per share) | $ / shares | 11.09 |
Forfeited (in usd per share) | $ / shares | 10.28 |
Ending Balance (in usd per share) | $ / shares | $ 9.12 |
Stockholders' Equity - ESPP Act
Stockholders' Equity - ESPP Activity (Details) - ESPP - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Shares Available [Roll Forward] | |||
Beginning balance, equity securities available (in shares) | 133,184 | 133,184 | 149,199 |
Less: common stock purchased by eligible employees (shares) | (23,422) | 0 | (16,015) |
Ending balance, equity securities available (in shares) | 109,762 | 133,184 | 133,184 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock based compensation | $ 4,063 | $ 3,827 | $ 7,239 |
Performance-based RSUs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock based compensation | 1,809 | 1,559 | 1,608 |
Time-based RSUs and restricted stock | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock based compensation | 2,192 | 2,260 | 3,754 |
Equity in lieu of salary | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock based compensation | 0 | 0 | 1,845 |
ESPP | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock based compensation | $ 62 | $ 8 | $ 32 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) Attributable to Current Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ 22,325 | $ 997 | $ (27,332) |
Current: | |||
Federal tax | 0 | 0 | 0 |
State tax | 299 | 38 | 48 |
Foreign tax | (17) | 50 | 283 |
Total current | 282 | 88 | 331 |
Deferred: | |||
Federal tax | 5,099 | (20,642) | (4,178) |
State tax | 1,010 | 25 | (1,561) |
Foreign tax | 268 | (330) | 256 |
Total deferred | 6,377 | (20,947) | (5,483) |
Provision for (benefit from) income taxes | $ 6,659 | $ (20,859) | $ (5,152) |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ 22,325 | $ 997 | $ (27,332) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income taxes computed at the federal statutory rate | 4,688 | 209 | (5,740) |
State income taxes, net of federal benefit | 1,343 | 121 | (1,513) |
Change in valuation allowance | 0 | (21,850) | 2,070 |
Research and development and other tax credits | 0 | (88) | (808) |
Excess executive compensation | 405 | 231 | 272 |
Other | 223 | 518 | 567 |
Provision for (benefit from) income taxes | $ 6,659 | $ (20,859) | $ (5,152) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income taxes computed at the federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 6% | 12.10% | 5.50% |
Change in valuation allowance | 0% | (2191.60%) | (7.60%) |
Research and development and other tax credits | 0% | (8.80%) | 3% |
Excess executive compensation | 1.80% | 23.10% | (1.00%) |
Other | 0.90% | 52% | (2.10%) |
Provision for (benefit from) income taxes | 29.80% | (2092.20%) | 18.80% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | $ 12,706 | $ 13,862 |
Net operating loss carryforward | 22,959 | 25,710 |
Property and equipment | 3,445 | 4,142 |
Accrued liabilities, reserves and other expenses | 2,781 | 3,877 |
Research and development credits | 6,430 | 6,430 |
Tax credits | 681 | 717 |
Stock-based compensation | 1,733 | 1,834 |
Operating lease liabilities | 2,831 | 3,999 |
Other | 167 | 120 |
Gross deferred income tax assets | 53,733 | 60,691 |
Deferred income tax liabilities: | ||
Intangible assets | (2,299) | (2,269) |
Right-of-use assets | (2,688) | (3,534) |
Prepaid and other expenses | (158) | (162) |
Gross deferred income tax liabilities | (5,145) | (5,965) |
Net deferred income tax assets | 48,588 | 54,726 |
Valuation allowance | (2,328) | (2,328) |
Total deferred income tax assets | $ 46,260 | $ 52,398 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation Allowance [Line Items] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ (21,900) | |
Valuation allowance | $ 2,328 | $ 2,328 |
State Jurisdiction | ||
Valuation Allowance [Line Items] | ||
NOL carryforward | 40,000 | |
NOL carryforwards, subject to expiration | 37,500 | |
NOL carryforwards, indefinite lived | 2,500 | |
State Jurisdiction | Research Tax Credit Carryforward | ||
Valuation Allowance [Line Items] | ||
Tax Credit Carryforward, Amount | $ 6,400 | |
State Jurisdiction | Minimum | ||
Valuation Allowance [Line Items] | ||
Statute of limitations | 3 years | |
State Jurisdiction | Maximum | ||
Valuation Allowance [Line Items] | ||
Statute of limitations | 4 years | |
Domestic Tax Authority | ||
Valuation Allowance [Line Items] | ||
NOL carryforward | $ 99,400 | |
NOL carryforwards, subject to expiration | 54,400 | |
NOL carryforwards, indefinite lived | $ 45,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 10 years | ||||
Rent expense | $ 13.8 | $ 16 | $ 16.8 | ||
Long-Term Purchase Commitment, Amount | $ 3.6 | ||||
Minimum Remaining Contractual Obligation For License and Service Contract | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency | $ 0.9 | ||||
Minimum | |||||
Commitments And Contingencies [Line Items] | |||||
LOC contract period requirement | 1 year | ||||
Operating leases, term of contract | 1 month | ||||
Maximum | |||||
Commitments And Contingencies [Line Items] | |||||
LOC contract period requirement | 3 years | ||||
Operating leases, term of contract | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 13,800 | $ 16,000 | $ 16,800 |
Office and transmitter buildings | |||
Lessee, Lease, Description [Line Items] | |||
2024 | 4,822 | ||
2025 | 2,404 | ||
2026 | 1,921 | ||
2027 | 1,460 | ||
2028 | 1,142 | ||
Thereafter | 1,488 | ||
Total | $ 13,237 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, matching contribution | $ 1.2 | $ 1.2 | $ 1.6 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Director | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 0.7 | $ 0.6 | $ 1 |
VALUATION AND QUALIFYING ACCO_2
VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Credit Losses, Service Credits and Other - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the Beginning of the Period | $ 1,808 | $ 1,442 | $ 1,669 |
Charged to Operations | 481 | 1,268 | 573 |
Write-offs | (699) | (902) | (800) |
Balance at the End of the Period | $ 1,590 | $ 1,808 | $ 1,442 |