false000128994500012899452022-10-262022-10-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 26, 2022
 
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-32358 16-1694797
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
 
5911 Kingstowne Village Pkwy, 6th Floor22315
Alexandria,Virginia
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 611-8488
Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareSPOKNASDAQ



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On October 26, 2022, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ending September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 26, 2022, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on December 9, 2022, to stockholders of record on November 16, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.Description
99.1





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
Spok Holdings, Inc.
Date:October 26, 2022 By:/s/ Calvin C. Rice
  Name:Calvin C. Rice
  Title:Chief Financial Officer





Exhibit 99.1
NEWS RELEASE
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CONTACT:
Lisa Fortuna or Josh Carroll            
312-445-2866        
spok@alpha-ir.com    

Spok Reports Third Quarter 2022 Results
Continued improvement in net income and adjusted EBITDA
Care Connect Suite of solutions continues to gain traction
Company improves financial outlook for full year 2022
Alexandria, Va. (October 26, 2022) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the third quarter ended September 30, 2022. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on December 9, 2022, to stockholders of record on November 16, 2022.
Recent Highlights:
Strategic business plan continued to progress in the third quarter as the Company generated $2.9 million of net income and $4.7 million of adjusted EBITDA
Year-to-date, the Company generated $16.9 million of adjusted EBITDA excluding one-time costs related to the strategic business plan(1)
With the renewed focus on Spok's Care Connect Suite clients, third quarter software operations bookings increased 26% year over year as momentum continued in the quarter
Year-to-date software operations bookings increased 18% with 49 deals worth over six figures
Third quarter wireless average revenue per unit was $7.40, up 1.5% year over year, with units in service down only 3.4%
Year-to-date, capital returned to stockholders totaled $18.8 million in the form of the Company’s regular quarterly dividend
Cash, cash equivalents and short-term investments balance of $37.2 million on September 30, 2022, and no debt, with cash flow generation expected to largely cover the dividend in the fourth quarter 2022 and future years
Partnered with and provided solutions to 18 of the 20 adults hospitals and all 10 children’s hospitals named to U.S. News & World Report’s 2022-23 Best Hospitals Honor Roll

"I am proud of what the Spok team has been able to accomplish during the third quarter as we continued to execute on our strategic pivot,” said Vincent D. Kelly, chief executive officer of Spok Holdings, Inc. “We are continuing to invest in a targeted and limited manner in our Care Connect Suite of solutions to enhance our long-standing relationships with the nation’s leading health care providers. Our sales team has also been producing strong results, booking multiple six-figure deals
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1

Exhibit 99.1
NEWS RELEASE
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during the quarter and continuing to grow our pipeline. Going forward, we believe our extensive experience operating our established communication solutions will create significant value for stockholders by maximizing revenue and cash flow generation.”

1) Year-to-date adjusted EBITDA excluding one-time costs related to the strategic business plan of $16.9 million is equal to Adjusted EBITDA excluding $5.7 million of severance and restructuring, $7.5 million of payroll and related, and $2.7 million of non-payroll Spok Go and other outside services costs.
Financial Highlights:
For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands)20222021Change (%)20222021Change (%)
Revenue
Wireless revenue
Paging revenue$18,419 $18,844 (2.3)%$54,873 $57,332 (4.3)%
Product and other revenue635 800 (20.6)%1,728 2,291 (24.6)%
Total wireless revenue$19,054 $19,644 (3.0)%$56,601 $59,623 (5.1)%
Software revenue
License$2,147 $1,807 18.8 %$5,933 $4,267 39.0 %
Professional services2,835 4,159 (31.8)%9,502 13,378 (29.0)%
Hardware530 596 (11.1)%1,626 1,694 (4.0)%
Maintenance9,178 9,645 (4.8)%27,617 28,648 (3.6)%
Total software revenue14,690 16,207 (9.4)%44,678 47,987 (6.9)%
Total revenue$33,744 $35,851 (5.9)%$101,279 $107,610 (5.9)%
For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands)20222021
Change (%)
20222021
Change (%)
GAAP
Operating expenses$30,205 $39,408 (23.4)%$103,996 $114,516 (9.2)%
Net income (loss)$2,920 $(2,494)217.1 %$(2,370)$(5,510)57.0 %
Cash, cash equivalents, and short-term investments (as of period end)$37,165 $67,458 (44.9)%$37,165 $67,458 (44.9)%
Capital returned to stockholders$6,170 $2,438 153.1 %$18,849 $7,590 148.3 %
Non-GAAP
Adjusted operating expenses$27,874 $39,379 (29.2)%$94,915 $114,747 (17.3)%
Adjusted EBITDA$4,664 $(2,499)286.6 %$1,058 $(4,470)123.7 %
Spok.com
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2

Exhibit 99.1
NEWS RELEASE
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For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands, excluding units and service and ARPU)20222021
Change (%)
20222021
Change (%)
Key Statistics
Wireless units in service824 853 (3.4)%824 853 (3.4)%
Wireless average revenue per unit (ARPU)$7.40 $7.29 1.5 %$7.30 $7.33 (0.4)%
Software operations bookings(2)
$6,243 $4,971 25.6 %$18,829 $15,906 18.4 %
Software maintenance bookings(3)
$6,306 $12,146 (48.1)%$27,768 $28,844 (3.7)%
Software backlog (as of period end)$44,026 $42,868 2.7 %$44,026 $42,868 2.7 %
2) Software operations bookings includes net new (i.e. new customers or incremental add-on sales to existing customers) sales of license, professional services, equipment, and first-year maintenance.
3) Software maintenance bookings includes the renewal of maintenance and term license contracts.
Financial Outlook:
Regarding financial guidance, the Company expects the following for fiscal year 2022, which is updated from the previously provided 2022 financial guidance:
(Unaudited and in millions)Current Guidance
Full Year 2022
Prior Guidance
Full Year 2022
FromToFromTo
Revenue
Wireless$74.5 $75.5 $73.5 $75.5 
Software$57.0 $60.5 $56.5 $60.5 
Total Revenue$131.5 $136.0 $130.0 $136.0 
Adjusted Operating Expenses$123.0 $125.0 $123.3 $126.1 
Capital Expenditures$3.2 $3.9 $3.2 $3.9 
2022 Third Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Thursday, October 27, 2022, at 8:30 a.m. Eastern Daylight Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time:Thursday, October 27, 2022, at 8:30 a.m. EDT
Webcast:https://www.webcast-eqs.com/spok10272022_en/en
U.S. Toll-Free Dial In:877-407-0890
International Dial In:1-201-389-0918
Spok.com
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3

Exhibit 99.1
NEWS RELEASE
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To access the call, please dial in approximately ten minutes before the start of the call. For those unable to join the live call, an OnDemand version of the webcast will be available following the call under the URL link and on the investor relations website.
* * * * * * * * *
About Spok
Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a 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 Care Connect® platforms to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok® solutions. When seconds count and patients' lives are at stake, Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter.
Spok is a trademark of Spok Holdings, Inc. Spok Care Connect and Spok Mobile are trademarks of Spok, Inc.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: adjusted operating and expenses, adjusted EBITDA. Adjusted operating expenses excludes depreciation, amortization and accretion, impairment of intangible assets, severance and restructuring costs, and effects of capitalized software development costs. Adjusted EBITDA represents net income/(loss) before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and effects of capitalized software development costs, and includes capital expenditures. Adjusted EBITDA excluding one-time costs related to the strategic business plan represents adjusted EBITDA before one-time costs related to the strategic business plan.
We believe that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to Spok's financial condition and results of operations. We use these non-GAAP measures for financial, operational, and budgetary decision-making purposes, to understand and evaluate our core operating performance and trends, and to generate future operating plans. We believe that these non-GAAP financial measures permit us to more thoroughly analyze key financial metrics used to make operational decisions and allow us to assess our core operating results. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies who present similar non-GAAP financial measures. We adjust for certain items because we do not regard these costs as reflective of normal costs related to the ongoing operation of the business in the ordinary course. In general, these
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4

Exhibit 99.1
NEWS RELEASE
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items possess one or more of the following characteristics: non-cash expenses, factors outside of our control, items that are non-operational in nature, and unusual items not expected to occur in the normal course of business. Adjusted EBITDA excluding one-time costs related to the strategic business plan is a temporary Non-GAAP measure used by management to reflect our financial performance excluding material costs that are included within our financials prior to enacting our new strategic business plan in early 2022. We believe it is important to exclude these costs, given that they do not represent future operational costs under this strategic business plan, which allows us to assess the underlying performance of our core business under this new strategic business plan.
We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principle of these non-GAAP financial measures is that they exclude significant amounts that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.
Safe Harbor Statement under the Private Securities Litigation Reform Act
Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Spok’s future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, risks related to Spok's new strategic business plan, including its ability to maximize revenue and cash generation from its established businesses and return capital to stockholders, risks related to the COVID-19 pandemic and its effect on our business and the economy, other economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment, declining demand for paging products and services, continued demand for our software products and services, our dependence on the U.S. healthcare industry, our ability to develop additional software solutions for our customers and manage our development as a global organization, the ability to manage operating expenses, particularly third-party consulting services and research and development costs, future capital needs, competitive pricing pressures, competition from traditional paging services, other wireless communications services and other software providers, many of which are substantially larger and have much greater financial and human capital resources, changes in customer purchasing priorities or capital expenditures, government regulation of our products and services and the healthcare and health insurance industries, reliance upon third-party providers for certain equipment and services, unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our
Spok.com
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5

Exhibit 99.1
NEWS RELEASE
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products and services, the effects of changes in accounting policies or practices, our ability to realize the benefits associated with our deferred tax assets and future impairments of our long-lived assets, amortizable intangible assets and goodwill, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.
Tables to Follow
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6



SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands except share, per share amounts and ARPU)
For the three months endedFor the nine months ended
9/30/20229/30/20219/30/20229/30/2021
Revenue:
Wireless$19,054 $19,644 $56,601 $59,623 
Software14,690 16,207 44,678 47,987 
Total revenue33,744 35,851 101,279 107,610 
Operating expenses:
Cost of revenue (exclusive of items shown separately below)6,624 8,340 21,408 24,180 
Research and development2,223 4,063 11,344 12,663 
Technology operations6,719 7,287 20,612 21,513 
Selling and marketing3,440 5,404 12,629 15,727 
General and administrative8,868 11,664 28,922 32,425 
Depreciation, amortization and accretion828 2,568 2,633 7,752 
Severance and restructuring1,503 82 6,448 256 
Total operating expenses30,205 39,408 103,996 114,516 
% of total revenue89.5 %109.9 %102.7 %106.4 %
Operating income (loss)3,539 (3,557)(2,717)(6,906)
% of total revenue10.5 %(9.9)%(2.7)%(6.4)%
Interest income129 141 366 263 
Other income98 10 110 13 
Income (loss) before income taxes3,766 (3,406)(2,241)(6,630)
(Provision for) benefit from income taxes(846)912 (129)1,120 
Net income (loss)$2,920 $(2,494)$(2,370)$(5,510)
Basic and diluted net income (loss) per common share$0.15 $(0.13)$(0.12)$(0.28)
Basic weighted average common shares outstanding19,693,659 19,464,893 19,661,849 19,378,543 
Diluted weighted average common shares outstanding19,901,267 19,464,893 19,661,849 19,378,543 
Cash dividends declared per common share0.3125 0.1250 0.9375 0.3750 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
9/30/202212/31/2021
ASSETS(Unaudited)
Current assets:
Cash and cash equivalents$37,165 $44,583 
Short-term investments— 14,999 
Accounts receivable, net26,920 26,908 
Prepaid expenses7,322 6,641 
Other current assets785 922 
Total current assets72,192 94,053 
Non-current assets:
Property and equipment, net6,379 6,746 
Operating lease right-of-use assets16,148 15,821 
Goodwill99,175 99,175 
Deferred income tax assets, net31,494 31,653 
Other non-current assets1,153 706 
Total non-current assets154,349 154,101 
Total assets$226,541 $248,154 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$5,792 $5,292 
Accrued compensation and benefits10,560 13,948 
Deferred revenue26,203 25,608 
Operating lease liabilities5,139 5,405 
Other current liabilities5,013 4,745 
Total current liabilities52,707 54,998 
Non-current liabilities:
Asset retirement obligations6,634 6,355 
Operating lease liabilities12,976 11,883 
Other non-current liabilities962 1,227 
Total non-current liabilities20,572 19,465 
Total liabilities73,279 74,463 
Commitments and contingencies
Stockholders' equity:
Common stock
Additional paid-in capital99,035 97,291 
Accumulated other comprehensive loss(2,060)(1,588)
Retained earnings56,285 77,986 
Total stockholders' equity153,262 173,691 
Total liabilities and stockholders' equity$226,541 $248,154 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the nine months ended
9/30/20229/30/2021
Operating activities:
Net loss$(2,370)$(5,510)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization and accretion2,633 7,752 
Deferred income tax expense (benefit)157 (907)
Stock-based compensation2,953 6,036 
Provisions for credit losses, service credits and other1,244 765 
Changes in assets and liabilities:
Accounts receivable(1,276)2,165 
Prepaid expenses and other assets(984)202 
Net operating lease liabilities500 778 
Accounts payable, accrued liabilities and other(3,068)300 
Deferred revenue63 (2,053)
Net cash (used in) provided by operating activities(148)9,528 
Investing activities:
Purchases of property and equipment(1,773)(3,103)
Capitalized software development— (8,239)
Purchase of short-term investments(14,967)(44,990)
Maturity of short-term investments30,000 45,000 
Net cash provided by (used in) investing activities13,260 (11,332)
Financing activities:
Cash distributions to stockholders(18,849)(7,590)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan— 132 
Purchase of common stock for tax withholding on vested equity awards(1,209)(1,860)
Net cash used in financing activities(20,058)(9,318)
Effect of exchange rate on cash and cash equivalents(472)(146)
Net decrease in cash and cash equivalents(7,418)(11,268)
Cash and cash equivalents, beginning of period44,583 48,729 
Cash and cash equivalents, end of period$37,165 $37,461 
Supplemental disclosure:
Income taxes paid/(refunded)$212 $(165)




SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
For the three months ended
9/30/20226/30/20223/31/202212/31/20219/30/20216/30/20213/31/202112/31/2020
Account size ending units in service (000's)
1 to 100 units51 53 54 55 57 58 59 61 
101 to 1,000 units147 149 150 154 154 155 163 167 
>1,000 units626 633 634 638 642 656 652 657 
Total824 835 838 847 853 869 874 885 
Market segment as a percent of total ending units in service
Healthcare85.0 %85.0 %84.7 %84.7 %84.6 %84.5 %84.1 %83.6 %
Government4.1 %4.2 %4.7 %4.8 %4.8 %4.9 %4.8 %5.3 %
Large enterprise3.9 %4.0 %3.9 %3.9 %4.1 %4.1 %4.3 %4.3 %
Other(b)7.0 %6.8 %6.7 %6.6 %6.4 %6.4 %6.8 %6.8 %
Total100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Account size ARPU
1 to 100 units$11.80 $11.41 $11.52 $11.58 $11.67 $11.69 $11.72 $11.62 
101 to 1,000 units8.44 8.27 8.24 8.30 8.38 8.35 8.33 8.35 
>1,000 units6.69 6.63 6.64 6.63 6.65 6.68 6.68 6.62 
Total$7.40 $7.23 $7.24 $7.26 $7.29 $7.32 $7.34 $7.30 
(a) Slight variations in totals are due to rounding.
(b) Other includes hospitality, resort and indirect units





RECONCILIATION OF ADJUSTED OPERATING EXPENSES
(Unaudited and in thousands)
For the three months endedFor the nine months ended
9/30/20229/30/20219/30/20229/30/2021
Operating expenses$30,205 $39,408 $103,996 $114,516 
Add back:
Depreciation, amortization and accretion(828)(2,568)(2,633)(7,752)
Capitalized software development costs— 2,621 — 8,239 
Severance and restructuring(1,503)(82)(6,448)(256)
Adjusted operating expenses$27,874 $39,379 $94,915 $114,747 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months endedFor the nine months ended
9/30/20229/30/20219/30/20229/30/2021
Net income (loss)$2,920 $(2,494)$(2,370)$(5,510)
Add back:
(Provision for) benefit from income taxes846 (912)129 (1,120)
Other income(98)(10)(110)(13)
Interest income(129)(141)(366)(263)
Depreciation, amortization and accretion828 2,568 2,633 7,752 
EBITDA$4,367 $(989)$(84)$846 
Adjustments:
Capitalized software development costs— (2,621)— (8,239)
Stock-based compensation878 2,016 2,954 6,035 
Capital expenditures(581)(905)(1,812)(3,112)
Adjusted EBITDA$4,664 $(2,499)$1,058 $(4,470)

RECONCILIATION OF ADJUSTED OPERATING EXPENSE FROM GUIDANCE
(Unaudited and in millions)
Current Guidance RangePrior Guidance Range
FromToFromTo
Operating expenses$133.5 $136.5 $132.8 $136.1 
Add back:
Depreciation, amortization and accretion(3.5)(3.5)(3.5)(3.5)
Severance and restructuring$(7.0)$(8.0)$(6.0)$(6.5)
Adjusted operating expenses$123.0 $125.0 $123.3 $126.1