false000128994500012899452023-10-252023-10-25

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 25, 2023
 
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 25, 2023, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ending September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 8.01 Other Events.
On October 25, 2023, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on December 8, 2023, to stockholders of record on November 16, 2023.
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 25, 2023 By:/s/ Calvin C. Rice
  Name:Calvin C. Rice
  Title:Chief Financial Officer





Exhibit 99.1
NEWS RELEASE
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CONTACT:
Al Galgano            
952-224-6096        
al.galgano@spok.com    

Spok Reports Third Quarter 2023 Results
Strong improvement in net income and adjusted EBITDA
Company again increases full year 2023 financial guidance

Alexandria, Va. (October 25, 2023) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the third quarter ended September 30, 2023. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on December 8, 2023, to stockholders of record on November 16, 2023.
Recent Highlights:
Generated net income of $4.5 million, or $0.22 per diluted share, in the third quarter, compared to net income of $2.9 million, or $0.15 per diluted share, in the prior year period
Generated $8.4 million of adjusted EBITDA in the third quarter, compared to $6.7 million in the third quarter of 2022
Software operations bookings totaled $6.3 million for the third quarter, compared to $6.2 million in the third quarter of 2022
Through the first nine months of 2023, software operations bookings are up more than 38% from the same period in 2022
Third quarter 2023 software operations bookings included 11 six-figure and one seven-figure new customer contracts
Third quarter 2023 software revenue totaled $16.5 million, up 12% from the prior year period
Third quarter 2023 wireless average revenue per unit (ARPU) was $7.59, up on a year-over-year basis, with units in service down less than 3% from the prior quarter and 4.7% on a trailing-twelve-month basis
Third quarter 2023 wireless revenue of $19.0 million, compared to revenue of $19.1 million in the same period in 2022
Capital returned to stockholders in the third quarter of 2023 totaled $6.2 million in the form of the Company’s regular quarterly dividend
Cash and equivalents balance of $27.3 million on September 30, 2023, and no debt

Spok.com
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1

Exhibit 99.1
NEWS RELEASE
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"I am very proud of the strong performance our team was able to deliver in the third quarter, as we continue to execute ahead of plan in growing revenue and generating cash flow, while returning capital to stockholders,” said Vincent D. Kelly, chief executive officer of Spok Holdings, Inc. “Last quarter, our team was again able to grow total revenue on a year-over-year basis, as we maintained wireless revenue levels while increasing year-over-year software revenue by 12%. We made tremendous progress in several key performance areas, including net income and adjusted EBITDA growth and we exited the quarter with record software backlog levels. Despite record software operations bookings in the second quarter, which included some new customer contracts we had anticipated to close in the third quarter, the team was still able to generate software operations bookings of $6.3 million in the third quarter, which contributed to 38% year-over-year growth through the first nine months of the year."

"In short, I believe Spok has struck an excellent balance between making the necessary investments to fuel future growth, while continuing to demonstrate our prowess in generating cash and returning capital to our stockholders," continued Kelly. " We look forward to a successful conclusion to the year and believe our extensive experience operating our established communication solutions will create significant value for stockholders."

"Based on our performance in the third quarter we are, once again, increasing our full year 2023 guidance estimates for revenue and adjusted EBITDA generation. We believe we are on track to grow consolidated revenue for 2023, on a year-over-year basis, for the first time in the Company's history and even the low point of our revenue guidance reflects that. We are also increasing the midpoint of our adjusted EBITDA guidance by $1.75 million, demonstrating our ability to generate cash flow."
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2

Exhibit 99.1
NEWS RELEASE
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Financial Highlights:
For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands)20232022Change (%)20232022Change (%)
Revenue
Wireless revenue
Paging revenue$18,119 $18,419 (1.6)%$54,915 $54,873 0.1 %
Product and other revenue853 635 34.3 %1,962 1,728 13.5 %
Total wireless revenue$18,972 $19,054 (0.4)%$56,877 $56,601 0.5 %
Software revenue
License$2,413 $2,147 12.4 %$7,723 $5,933 30.2 %
Professional services3,833 2,835 35.2 %10,909 9,502 14.8 %
Hardware798 530 50.6 %2,088 1,626 28.4 %
Maintenance9,412 9,178 2.5 %27,475 27,617 (0.5)%
Total software revenue16,456 14,690 12.0 %48,195 44,678 7.9 %
Total revenue$35,428 $33,744 5.0 %$105,072 $101,279 3.7 %
For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands)20232022
Change (%)
20232022
Change (%)
GAAP
Operating expenses$29,215 $30,205 (3.3)%$87,926 $103,996 (15.5)%
Net income (loss)$4,451 $2,920 52.4 %$12,301 $(2,370)619.0 %
Cash, cash equivalents, and short-term investments (as of period end)$27,301 $37,165 (26.5)%$27,301 $37,165 (26.5)%
Capital returned to stockholders$6,241 $6,170 1.2 %$19,404 $18,849 2.9 %
Non-GAAP
Adjusted operating expenses$27,871 $27,874 — %$83,963 $94,915 (11.5)%
Adjusted EBITDA$8,422 $6,748 24.8 %$23,833 $9,318 155.8 %
For the three months ended September 30,For the nine months ended September 30,
(Dollars in thousands, excluding units and service and ARPU)20232022
Change (%)
20232022
Change (%)
Key Statistics
Wireless units in service785 824 (4.7)%785 824 (4.7)%
Wireless average revenue per unit (ARPU)$7.59 $7.40 2.6 %$7.62 $7.30 4.4 %
Software operations bookings(1)
$6,312 $6,243 1.1 %$26,000 $18,829 38.1 %
Software backlog (as of period end)$58,707 $42,868 36.9 %$58,707 $42,868 36.9 %
Spok.com
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Exhibit 99.1
NEWS RELEASE
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(1) 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.
Financial Outlook:
The Company also increased its financial guidance and now expects the following for the full year 2023:
(Unaudited and in millions)Current Guidance
Full Year 2023
Prior Guidance
Full Year 2023
FromToFromTo
Revenue
Wireless$75.25 $76.25 $74.50 $75.50 
Software$61.00 $63.00 $60.00 $62.00 
Total Revenue$136.25 $139.25 $134.50 $137.50 
Adjusted EBITDA$27.50 $29.00 $25.00 $28.00 
2023 Third Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Thursday, October 26, 2023, at 9:00 a.m. Eastern Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time:
Thursday, October 26, 2023, at 9:00 a.m. ET
Webcast:https://www.webcast-eqs.com/register/spok_q32023_en/en
U.S. Toll-Free Dial In:877-407-0890
International Dial In:1-201-389-0918
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.




* * * * * * * * *
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4

Exhibit 99.1
NEWS RELEASE
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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 the Spok Care Connect® platform to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok® solutions. 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 expenses and adjusted EBITDA. Adjusted operating expenses excludes depreciation, amortization and accretion expense, impairment of intangible assets and severance and restructuring 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 severance and restructuring. With respect to our expectations under "Financial Guidance" above, reconciliation of adjusted EBITDA to net income (loss) is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and uncertainty with respect to certain items included in net income (loss) that are excluded from adjusted EBITDA, in particular, income tax benefit / expense, stock-based compensation expenses, impairment of intangible assets, severance and restructuring and other non-recurring expenses. These items can have unpredictable fluctuations based on unforeseen activity that is out of our control and /or cannot be reasonably predicted.
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 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. We believe it is important to exclude these costs, given that they do not
Spok.com
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5

Exhibit 99.1
NEWS RELEASE
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represent future operational costs under this strategic business plan. This 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 our 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 our 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, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; risks related to global health epidemics; economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the U.S. healthcare industry; the sales cycle of our software solutions and services can run from six to eighteen months, making it difficult to plan for and meet our sales objectives and bookings on a steady basis quarter-to-quarter and year-to-year; our reliance on third-party vendors to supply us with wireless paging equipment; our ability to maintain successful relationships with our channel partners; our ability to protect our rights in intellectual property that we own and develop and the potential for litigation claiming intellectual property infringement by us; our use of open source software, third-party software and other intellectual property; the reliability of our networks and servers and our ability to prevent cyber-attacks and other security issues and disruptions; unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets, amortizable intangible assets or
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6

Exhibit 99.1
NEWS RELEASE
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goodwill; risks related to data privacy and protection-related laws and regulation; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, 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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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
9/30/20239/30/20229/30/20239/30/2022
Revenue:
Wireless$18,972 $19,054 $56,877 $56,601 
Software16,456 14,690 48,195 44,678 
Total revenue35,428 33,744 105,072 101,279 
Operating expenses:
Cost of revenue (exclusive of items shown separately below)6,622 6,624 19,885 21,408 
Research and development2,561 2,223 7,907 11,344 
Technology operations6,405 6,719 19,444 20,612 
Selling and marketing4,067 3,440 12,322 12,629 
General and administrative8,216 8,868 24,405 28,922 
Depreciation, amortization and accretion1,267 828 3,768 2,633 
Severance and restructuring77 1,503 195 6,448 
Total operating expenses29,215 30,205 87,926 103,996 
% of total revenue82.5 %89.5 %83.7 %102.7 %
Operating income (loss)6,213 3,539 17,146 (2,717)
% of total revenue17.5 %10.5 %16.3 %(2.7)%
Interest income240 129 866 366 
Other income (expense)41 98 (45)110 
Income (loss) before income taxes6,494 3,766 17,967 (2,241)
Provision for income taxes(2,043)(846)(5,666)(129)
Net income (loss)$4,451 $2,920 $12,301 $(2,370)
Basic net income (loss) per common share$0.22 $0.15 $0.62 $(0.12)
Diluted net income (loss) per common share$0.22 $0.15 $0.61 $(0.12)
Basic weighted average common shares outstanding19,970,936 19,693,659 19,942,325 19,661,849 
Diluted weighted average common shares outstanding20,304,092 19,901,267 20,308,973 19,661,849 
Cash dividends declared per common share0.3125 0.3125 0.9375 0.9375 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
9/30/202312/31/2022
ASSETS(Unaudited)
Current assets:
Cash and cash equivalents$27,301 $35,754 
Accounts receivable, net25,141 26,861 
Prepaid expenses7,428 6,849 
Other current assets1,293 587 
Total current assets61,163 70,051 
Non-current assets:
Property and equipment, net7,376 8,223 
Operating lease right-of-use assets11,661 13,876 
Goodwill99,175 99,175 
Deferred income tax assets, net46,982 52,398 
Other non-current assets570 754 
Total non-current assets165,764 174,426 
Total assets$226,927 $244,477 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$4,445 $5,880 
Accrued compensation and benefits5,367 11,628 
Deferred revenue25,238 27,255 
Operating lease liabilities4,774 5,096 
Other current liabilities5,359 4,573 
Total current liabilities45,183 54,432 
Non-current liabilities:
Asset retirement obligations7,543 7,237 
Operating lease liabilities7,468 10,604 
Other non-current liabilities1,228 1,107 
Total non-current liabilities16,239 18,948 
Total liabilities61,422 73,380 
Commitments and contingencies
Stockholders' equity:
Preferred stock$— $— 
Common stock
Additional paid-in capital101,496 99,908 
Accumulated other comprehensive loss(1,780)(1,909)
Retained earnings65,787 73,096 
Total stockholders' equity165,505 171,097 
Total liabilities and stockholders' equity$226,927 $244,477 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the nine months ended
9/30/20239/30/2022
Operating activities:
Net income (loss)$12,301 $(2,370)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and accretion3,768 2,633 
Deferred income tax expense5,605 157 
Stock-based compensation2,743 2,953 
Provisions for credit losses, service credits and other415 1,244 
Changes in assets and liabilities:
Accounts receivable1,305 (1,276)
Prepaid expenses and other assets(1,102)(984)
Net operating lease liabilities(1,243)500 
Accounts payable, accrued liabilities and other(7,396)(3,068)
Deferred revenue(2,000)63 
Net cash provided by (used in) operating activities14,396 (148)
Investing activities:
Purchases of property and equipment(2,419)(1,773)
Purchase of short-term investments— (14,967)
Maturity of short-term investments— 30,000 
Net cash (used in) provided by investing activities(2,419)13,260 
Financing activities:
Cash distributions to stockholders(19,404)(18,849)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan90 — 
Purchase of common stock for tax withholding on vested equity awards(1,245)(1,209)
Net cash used in financing activities(20,559)(20,058)
Effect of exchange rate on cash and cash equivalents129 (472)
Net decrease in cash and cash equivalents(8,453)(7,418)
Cash and cash equivalents, beginning of period35,754 44,583 
Cash and cash equivalents, end of period$27,301 $37,165 
Supplemental disclosure:
Income taxes paid$236 $212 




SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
For the three months ended
9/30/20236/30/20233/31/202312/31/20229/30/20226/30/20223/31/202212/31/2021
Account size ending units in service (000's)
1 to 100 units46 48 48 50 51 53 54 55 
101 to 1,000 units143 144 149 147 147 149 150 154 
>1,000 units596 614 614 620 626 633 634 638 
Total785 806 811 817 824 835 838 847 
Market segment as a percent of total ending units in service
Healthcare86.0 %86.1 %85.7 %85.4 %85.0 %85.0 %84.7 %84.7 %
Government4.2 %4.2 %4.3 %4.4 %4.1 %4.2 %4.7 %4.8 %
Large enterprise4.1 %4.0 %4.1 %4.0 %3.9 %4.0 %3.9 %3.9 %
Other(b)5.7 %5.7 %5.9 %6.1 %7.0 %6.8 %6.7 %6.6 %
Total100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Account size ARPU
1 to 100 units$12.02 $11.91 $12.03 $11.95 $11.80 $11.41 $11.52 $11.58 
101 to 1,000 units8.75 8.56 8.75 8.66 8.44 8.27 8.24 8.30 
>1,000 units6.97 6.94 6.95 6.86 6.69 6.63 6.64 6.63 
Total$7.59 $7.53 $7.59 $7.50 $7.40 $7.23 $7.24 $7.26 
(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
9/30/20239/30/20229/30/20239/30/2022
Operating expenses$29,215 $30,205 $87,926 $103,996 
Add back:
Depreciation, amortization and accretion(1,267)(828)(3,768)(2,633)
Severance and restructuring(77)(1,503)(195)(6,448)
Adjusted operating expenses$27,871 $27,874 $83,963 $94,915 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months endedFor the nine months ended
9/30/20239/30/20229/30/20239/30/2022
Net income (loss)$4,451 $2,920 $12,301 $(2,370)
Add back:
Provision for income taxes2,043 846 5,666 129 
(Other income) expense(41)(98)45 (110)
Interest income(240)(129)(866)(366)
Depreciation, amortization and accretion1,267 828 3,768 2,633 
EBITDA$7,480 $4,367 $20,914 $(84)
Adjustments:
Stock-based compensation865 878 2,724 2,954 
Severance and restructuring77 1,503 195 6,448 
Adjusted EBITDA$8,422 $6,748 $23,833 $9,318