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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2022
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, 2022 and 2021, we had no stock options outstanding. At December 31, 2022 and 2021, there were 20,076,578 and 19,828,033 shares of common stock outstanding, respectively, and no shares of preferred stock were outstanding. Dividends For the year ending December 31, 2022, our Board of Directors declared cash dividends per share of our outstanding common stock of $1.25, compared to $0.50 per share for each of the years ending December 31, 2021 and December 31, 2020. 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, 2022, 2021 and 2020 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 22, 2023, the Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock, with a record date of March 16, 2023, and a payment date of March 30, 2023. 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 2022, 2021 or 2020. Net Loss per Common Share Basic net loss per common share is computed on the basis of the weighted average common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares, including unvested and outstanding equity awards. The components of basic and diluted net loss per common share were as follows for the periods stated:
| For the Year Ended December 31,
(In thousands, except for share and per share amounts) | 2022 |  | 2021 |  | 2020
Numerator: |  |  |  |  |
Net income (loss) | $ | 21,856 |  |  | $ | (22,180) |  |  | $ | (44,225) |
Denominator: |  |  |  |  |
Basic weighted average common shares outstanding | 19,672,423 |  |  | 19,404,477 |  |  | 19,028,918 |
Diluted weighted average common shares outstanding | 19,991,202 |  |  | 19,404,477 |  |  | 19,028,918 |
Basic net income (loss) per common share | $ | 1.11 |  |  | $ | (1.14) |  |  | $ | (2.32) |
Diluted net income (loss) per common share | $ | 1.09 |  |  | $ | (1.14) |  |  | $ | (2.32) |
For the years ended December 31, 2022, 2021 and 2020, 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,
| 2022 |  | 2021 |  | 2020
Restricted stock units | — |  |  | 371,194 |  |  | 297,757 |
Share-Based Compensation Plans On March 23, 2012, our Board of Directors adopted the Spok Holdings, Inc. 2012 Equity Incentive Award Plan (the "2012 Equity Plan") that our stockholders subsequently approved on May 16, 2012. A total of 2,194,986 shares of common stock were reserved for issuance under this plan. On April 29, 2020, our Board of Directors adopted the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the "2020 Equity Plan" and together with the 2012 Equity Plan, the "Equity Plans") that our stockholders subsequently approved on July 28, 2020. At July 28, 2020, a total of 1,699,950 shares of common stock had been reserved for issuance under the Equity Plans, including 1,600,000 shares available under the 2020 Equity Plan and 99,950 shares which, as of the Stockholder Approval Date, remained available for issuance under the 2012 Equity Plan. No further grants were to be made under the 2012 Equity Plan, although the 2012 Equity Plan continues to govern all outstanding awards thereunder. Awards under the 2020 Equity Plan may be in the form of stock options, restricted common stock, RSUs, performance awards, dividend equivalents, stock payment awards, deferred stock, deferred stock units ("DSUs"), stock appreciation rights or other stock or cash-based awards. Restricted stock awards generally vest one year from the date of grant. Related dividends accumulate during the vesting period and are paid at the time of vesting. Contingent RSUs generally vest over a three-year performance period upon successful completion of the performance objectives. Non-contingent RSUs generally vest in thirds, annually, over a three-year period. Dividend equivalent rights generally accompany each RSU award and those rights accumulate and vest along with the underlying RSU. Dividend equivalent rights generally accompany each DSU award and are paid to participants in cash on the Company's applicable dividend payment date whether the DSU is vested or unvested. The dividend equivalent right associated with a DSU continues until delivery of the underlying shares of common stock is made. Payment of the underlying shares of common stock occurs at the earliest of a participant's separation from service, disability, death, or a change in control. Any shares subject to an award under the 2012 Equity Plan that are forfeited or expire will be available for the future grant of awards under the 2020 Equity Plan. As of December 31, 2022, there were no unvested equity awards under the 2012 Equity Plan. The following table summarizes the activities under the Equity Plans from January 1, 2019, through December 31, 2022:
| Activity
Total equity securities available at January 1, 2020 | 646,480 |
Plus: Additional shares available for issuance under the 2020 Equity Plan | 1,600,000 |
Less: RSU and restricted stock awarded to eligible employees, net of forfeitures | (547,166) |
Total equity securities available at December 31, 2020 | 1,699,314 |
Less: RSU and restricted stock awarded to eligible employees, net of forfeitures | (539,241) |
Less: stock issued in lieu of cash compensation | (169,944) |
Total equity securities available at December 31, 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 |
The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the Equity Plans for the year ended December 31, 2022:
|  | Shares |  | Weighted-Average Grant Date Fair Value per Share
Unvested at January 1, 2022 |  | 771,171 |  |  | $ | 11.24 |
Granted |  | 464,572 |  |  | 8.63 |
Vested |  | (463,939) |  |  | 11.03 |
Forfeited |  | (157,495) |  |  | 10.66 |
Unvested at December 31, 2022 |  | 614,309 |  |  | $ | 8.06 |
Of the 614,309 unvested RSUs, DSUs and restricted stock outstanding at December 31, 2022, 356,896 RSUs include contingent performance requirements for vesting purposes. At December 31, 2022, there was $2.6 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.6 years. During the years ended December 31, 2021 and 2020, the Company granted 657,492 and 603,171 RSUs, respectively, with a weighted-average grant date fair value of $11.02 and $11.94 per share, respectively. The fair value of RSUs that vested was $3.8 million and $3.7 million for the years ended December 31, 2021 and December 31, 2020, respectively, based on the closing price of the Company's common stock of $9.33 and $11.13 at December 31, 2021 and 2020, respectively. Employee Stock Purchase Plan In 2016, our Board of Directors adopted the ESPP that our stockholders subsequently approved on July 25, 2016. A total of 250,000 shares of common stock were reserved for issuance under this plan. The ESPP allows employees to purchase shares of common stock at a discounted rate, subject to plan limitations. Under the ESPP, eligible participants can voluntarily elect to have contributions withheld from their pay for the duration of an offering period, subject to the ESPP limits. At the end of an offering period, contributions will be used to purchase the Company's common stock at a discount to the market price based on the first or last day of the offering period, whichever is lower. Participants are required to hold common stock for a minimum period of two years from the grant date. Participants will begin earning dividends on shares after the purchase date. Each offering period will generally last for no longer than six months. Once an offering period begins, participants cannot adjust their withholding amount. If a participant chooses to withdraw, any previously withheld funds will be returned to the participant, with no stock purchased, and that participant will be eligible to participate in the ESPP at the next offering period. If the participant terminates employment with the Company during the offering period, all contributions will be returned to the employee and no stock will be purchased. The Company uses the Black-Scholes model to calculate the fair value of each offering period on the offer date. The Black-Scholes model requires the use of estimates for the expected term, the expected volatility of the underlying common stock over the expected term, the risk-free interest rate and the expected dividend payment. For the year ended December 31, 2022, no shares of the Company's stock were purchased, as compared to 16,015 shares purchased for a total cost of $0.1 million for the year ended December 31, 2021. The following table summarizes the activities under the ESPP from January 1, 2020, through December 31, 2022:
| Activity
Total ESPP equity securities available at January 1, 2020 | 184,860 |
Less: common stock purchased by eligible employees | (35,661) |
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 December 31, 2022 | 133,184 |
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) | 2022 |  | 2021 |  | 2020
Performance-based RSUs | $ | 1,559 |  |  | $ | 1,608 |  |  | $ | 2,019 |
Time-based RSUs and restricted stock | 2,260 |  |  | 3,754 |  |  | 3,389 |
Equity in lieu of salary | — |  |  | 1,845 |  |  | — |
ESPP | 8 |  |  | 32 |  |  | 100 |
Total stock-based compensation | $ | 3,827 |  |  | $ | 7,239 |  |  | $ | 5,508 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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