8-K

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): November 3, 2021

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 Kingstown Village Pkwy, 6th Floor		22315
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 class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SPOK	NASDAQ

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 November 3, 2021, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2021. 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On November 3, 2021, the Company’s Board of Directors (the "Board") declared a regular quarterly dividend of $0.125 per share of the Company's common stock payable on December 10, 2021, to stockholders of record on November 16, 2021.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired:

Not applicable.

(b) Pro forma financial information:

Not applicable.

(d) Exhibit:

Exhibit
No.	Description
99.1	Spok Holdings, Inc. Press Release dated	November 3, 2021

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.
November 3, 2021	By:	/s/ Michael W. Wallace
		Name:	Michael W. Wallace
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Spok Holdings, Inc. Press Release dated November 3, 2021

EX-99.1

	Exhibit 99.1
NEWS RELEASE

CONTACT:

Lisa Fortuna or Mike Cummings

312-445-2866

spok@alpha-ir.com

Spok Reports 2021 Third Quarter Results

Company affirms its financial outlook for full year 2021

Alexandria, Va. (November 3, 2021) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the third quarter ended September 30, 2021. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.125 per share, payable on December 10, 2021, to stockholders of record on November 16, 2021.

Third Quarter 2021 Highlights:

•Received record-level software maintenance renewal bookings of $12.1 million

•Continued improvement in year-over-year pager unit erosion on a trailing twelve-month basis

•Added further development enhancements to the Spok Go®platform

•Introduced the ReadyCall® Text pager

•For nine consecutive years, has partnered with all of the adult Best Hospitals, and in eight of the past nine years, provided solutions to all of the children’s Best Hospitals named to U.S. News & World Report’s 2021-22 Best Hospitals Honor Roll

•Completed Eleventh Annual State of Healthcare Communications Survey

•Subsequent to the end of the third quarter 2021, hosted annual Connect 21 Conference for customers in a virtual format

Management Commentary:

“We welcomed four new customers to the Spok family during the quarter of which three were software and one was wireless," said Vincent D. Kelly, president and chief executive officer. “Additionally, we successfully closed 12 six-figure deals from our pipeline. Software bookings were driven by strength in maintenance renewals, supporting our strong recurring revenue base. We added an additional

Spok.com

1

Spok Go win during the quarter and remain encouraged by the size and quality of our pipeline, with the signing of three more Spok Go deals so far in the fourth quarter. We had continued improvement in year-over-year pager unit erosion on a trailing twelve-month basis, and software revenue was up in the third quarter of 2021 compared to the second quarter of 2021.

“During the third quarter 2021, we made several key product announcements, such as the newest version of Spok Go and the ReadyCall® Text pager to improve the patient experience. We also received recognition as a solutions provider to all 20 adult hospitals named to U.S. News & World Report’s 2021-22 Best Hospitals Honor Roll and conducted our eleventh annual survey on the state of healthcare communications to more thoroughly understand the unique challenges facing clinicians, particularly in the current environment. Finally, subsequent to the end of the third quarter 2021, the Company held its annual Connect 21 Conference for customers on October 11-12, 2021, in a virtual format, which was well received by both current and prospective customers. Tim Tindle, Spok’s Chief Information Officer, led a session on implementing a secure HIPAA-compliant messaging solution, using our new GenA™ pager, resulting in several new leads and orders. The success of the conference should create additional opportunities for 2022 and beyond," concluded Kelly.

Spok.com

2

2021 Third Quarter and Year-to-Date Results:

Consolidated revenue for the third quarter of 2021 under Generally Accepted Accounting Principles (“GAAP”) was $35.9 million, compared to $37.7 million in the third quarter of 2020. For the first nine months of 2021, consolidated revenue totaled $107.6 million, compared to $110.7 million in the prior year period.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Change (%)		2021		2020		Change (%)
Wireless revenue
Paging revenue	$	18,844	$	19,961	(5.6)	%	$	57,332	$	60,403	(5.1)	%
Product and other revenue	800		867		(7.7)	%	2,291		2,890		(20.7)	%
Total wireless revenue	$	19,644	$	20,828	(5.7)	%	$	59,623	$	63,293	(5.8)	%
Software revenue
License	$	1,674	$	1,988	(15.8)	%	$	3,999	$	3,692	8.3	%
Services	$	4,159	$	4,772	(12.8)	%	$	13,378	$	13,132	1.9	%
Equipment	$	596	$	554	7.6	%	$	1,694	$	1,880	(9.9)	%
Subscription	$	133	$	24	454.2	%	$	268	$	24	1,016.7	%
Maintenance	9,645		9,527		1.2	%	28,648		28,678		(0.1)	%
Total software revenue	16,207		16,865		(3.9)	%	47,987		47,406		1.2	%
Total revenue	$	35,851	$	37,693	(4.9)	%	$	107,610	$	110,699	(2.8)	%

Operating expenses in the third quarter of 2021 totaled $39.4 million and included approximately $0.9 million of costs related to the Company's previously announced strategic alternatives review process and $2.0 million in additional payroll and related costs as the Company-wide plan that reduced work schedules was terminated at the end of the second quarter of 2021. Adjusted operating expenses (which excludes depreciation, amortization and accretion charges, and includes capitalized software development costs) totaled $39.5 million in the third quarter of 2021, driven by the items noted above.

GAAP net loss for the third quarter of 2021 was $2.5 million, or a loss of $0.13 per diluted share, compared to net income of $3.2 million, or $0.16 per diluted share, in the third quarter of 2020. GAAP net loss for the first nine months of 2021 was $5.5 million, or a loss of $0.28 per diluted share, compared to net income of $2.4 million, or $0.12 per diluted share, in the prior year period.

Spok.com

3

In the third quarter of 2021, adjusted EBITDA loss totaled $1.6 million compared to adjusted EBITDA of $3.8 million in the third quarter of 2020. In the first nine months of 2021, adjusted EBITDA loss totaled $1.4 million, compared to adjusted EBITDA of $4.3 million in the prior year period.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Change(%)		2021		2020		Change(%)
Net (loss) income	$	(2,494)	$	3,165	178.8	%	$	(5,510)	$	2,384	331.1	%
Basic net (loss) income per common share	$	(0.13)	$	0.17	176.5	%	$	(0.28)	$	0.13	315.4	%
Diluted net income (loss) per share	$	(0.13)	$	0.16	181.3	%	$	(0.28)	$	0.12	333.3	%
Adjusted EBITDA	$	(1,594)	$	3,777	142.2	%	$	(1,357)	$	4,291	131.6	%

Financial Outlook:

The Company is affirming the financial outlook previously provided for full year 2021 as follows:

(Unaudited and in millions)	Current Guidance Full Year 2021
Revenue
Wireless	$	77.0	to	$	81.0
Software	$	61.0		$	70.0
Total Revenue	$	138.0		$	151.0
Adjusted Operating Expenses	$	151.0		$	157.0
Capital Expenditures	$	3.5		$	5.5

"We are on track to achieve our financial targets for 2021, supported by our performance in the first nine months of the year," said Michael W. Wallace, chief operating officer and chief financial officer. “Spok's balance sheet remains strong, with a cash, cash equivalents and short-term investments balance of $67.5 million on September 30, 2021, and no debt.”

Spok.com

4

2021 Third Quarter Call:

Due to the Company’s strategic alternatives review process, which was announced on September 3, 2021, Spok will not be hosting a conference call to discuss the third quarter 2021 results. The Company will keep all stakeholders apprised of the status of the process as and when it is appropriate.

* * * * * * * * *

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 Go® and 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 Go and Spok Care Connect 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 and includes capitalized software development costs. Adjusted EBITDA represents net income/(loss) before interest income/expense, income tax expense/benefit, depreciation, amortization and accretion expense and stock-based compensation expense and includes capitalized software development costs.

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

Spok.com

5

control, items that are non-operational in nature, and unusual items not expected to occur in the normal course of business.

We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal of these non-GAAP financial measures is that they exclude significant expenses and income 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 expenses and income 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 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, our ability to effectively develop, introduce and deploy our integrated communications platform and collaboration platform, Spok Go, 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 products and services, the effects of changes in accounting policies or practices, our ability to realize the benefits associated with our deferred tax assets, future impairments of our long-lived assets, amortizable intangible assets and goodwill, the effects of our limited-duration shareholder rights plan, and the outcome of Spok's strategic alternatives review, 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

Spok.com

6

expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.

Tables to Follow

Spok.com

7

SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)
(Unaudited and in thousands except share, per share amounts and ARPU)
	For the three months ended						For the nine months ended
	9/30/2021			9/30/2020			9/30/2021			9/30/2020
Revenue:
Wireless	$	19,644		$	20,828		$	59,623		$	63,293
Software	16,207			16,865			47,987			47,406
Total revenue	35,851			37,693			107,610			110,699
Operating expenses:
Cost of revenue	7,520			6,544			21,734			20,709
Research and development	4,178			3,459			12,962			11,662
Technology operations	7,439			7,357			21,778			22,472
Selling and marketing	5,165			4,272			15,045			14,463
General and administrative	12,538			10,994			35,245			33,056
Depreciation, amortization and accretion	2,568			2,335			7,752			6,553
Total operating expenses	39,408			34,961			114,516			108,915
% of total revenue	109.9		%	92.8		%	106.4		%	98.4		%
Operating (loss) income	(3,557)			2,732			(6,906)			1,784
% of total revenue	(9.9)		%	7.2		%	(6.4)		%	1.6		%
Interest income	141			127			263			636
Other income	10			151			13			113
(Loss) income before income taxes	(3,406)			3,010			(6,630)			2,533
Benefit from (provision for) income taxes	912			155			1,120			(149)
Net (loss) income	$	(2,494)		$	3,165		$	(5,510)		$	2,384
Basic net (loss) income per common share	$	(0.13)		$	0.17		$	(0.28)		$	0.13
Diluted net (loss) income per common share	(0.13)			0.16			(0.28)			0.12
Basic weighted average common shares outstanding	19,464,893			19,051,502			19,378,543			19,008,969
Diluted weighted average common shares outstanding	19,464,893			19,208,452			19,378,543			19,273,243
Cash dividends declared per common share	0.125			0.125			0.375			0.375
Key statistics:
Units in service	853			898			853			898
Average revenue per unit (ARPU)	$	7.29		$	7.34		$	7.33		$	7.31
Bookings	$	17,116		$	21,414		$	44,750		$	52,465
Backlog	$	45,584		$	51,708		$	45,584		$	51,708
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)
(Unaudited and in thousands except share, per share amounts and ARPU)
	For the three months ended
	9/30/2021			6/30/2021			3/31/2021			12/31/2020			9/30/2020			6/30/2020			3/31/2020			12/31/2019
Revenue:
Wireless	$	19,644		$	19,859		$	20,120		$	20,300		$	20,828		$	21,078		$	21,386		$	21,615
Software	16,207			15,864			15,916			17,180			16,865			14,661			15,881			17,933
Total revenue	35,851			35,723			36,036			37,480			37,693			35,739			37,267			39,548
Operating expenses:
Cost of revenue	7,520			6,973			7,241			7,833			6,544			5,901			8,264			8,051
Research and development	4,178			4,278			4,506			4,166			3,459			2,754			5,449			7,132
Technology operations	7,439			7,087			7,252			7,371			7,357			7,212			7,904			8,083
Selling and marketing	5,165			4,980			4,900			5,004			4,272			3,831			6,361			5,891
General and administrative	12,538			11,557			11,150			10,046			10,994			10,810			11,251			11,531
Depreciation, amortization and accretion	2,568			2,457			2,727			2,503			2,335			2,072			2,146			2,250
Goodwill impairment	—			—			—			25,007			—			—			—			8,849
Total operating expenses	39,408			37,332			37,776			61,930			34,961			32,580			41,375			51,787
% of total revenue	109.9		%	104.5		%	104.8		%	165.2		%	92.8		%	91.2		%	111.0		%	130.9		%
Operating (loss) income	(3,557)			(1,609)			(1,740)			(24,450)			2,732			3,159			(4,108)			(12,239)
% of total revenue	(9.9)		%	(4.5)		%	(4.8)		%	(65.2)		%	7.2		%	8.8		%	(11.0)		%	(30.9)		%
Interest income	141			61			61			51			127			146			363			350
Other income (expense)	10			29			(27)			95			151			101			(137)			206
(Loss) income before income taxes	(3,406)			(1,519)			(1,706)			(24,304)			3,010			3,406			(3,882)			(11,683)
Benefit from (provision for) income taxes	912			800			(591)			(22,306)			155			353			(657)			2,172
Net (loss) income	$	(2,494)		$	(719)		$	(2,297)		$	(46,610)		$	3,165		$	3,759		$	(4,539)		$	(9,511)
Basic net (loss) income per common share	$	(0.13)		$	(0.04)		$	(0.12)		$	(2.44)		$	0.17		$	0.20		$	(0.24)		$	(0.50)
Diluted net (loss) income per common share	(0.13)			(0.04)			(0.12)			(2.44)			0.16			0.20			(0.24)			(0.50)
Basic weighted average common shares outstanding	19,464,893			19,395,364			19,272,786			19,088,329			19,051,502			19,016,853			18,958,716			18,860,020
Diluted weighted average common shares outstanding	19,464,893			19,395,364			19,272,786			19,088,329			19,208,452			19,115,148			18,958,716			18,860,020
Key statistics:
Units in service	853			869			874			885			898			915			926			938
Average revenue per unit (ARPU)	$	7.29		$	7.32		$	7.34		$	7.30		$	7.34		$	7.24		$	7.31		$	7.33
Bookings	$	17,116		$	13,037		$	14,597		$	16,528		$	21,414		$	15,411		$	15,639		$	21,932
Backlog	$	45,584		$	45,632		$	48,849		$	50,504		$	51,708		$	48,441		$	49,052		$	50,553
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (a)
(In thousands)
	9/30/2021		12/31/2020
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	37,461	$	48,729
Short term investments	29,998		29,995
Accounts receivable, net	26,979		29,934
Prepaid expenses	9,169		8,958
Other current assets	896		1,269
Total current assets	104,503		118,885
Non-current assets:
Property and equipment, net	7,834		7,815
Operating lease right-of-use assets	16,113		14,016
Capitalized software development, net	14,638		10,179
Goodwill	99,175		99,175
Intangible assets, net	—		417
Deferred income tax assets, net	26,739		25,826
Other non-current assets	750		978
Total non-current assets	165,249		158,406
Total assets	$	269,752	$	277,291
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,521	$	6,685
Accrued compensation and benefits	15,190		14,103
Deferred revenue	26,767		27,686
Operating lease liabilities	5,643		5,264
Other current liabilities	5,239		3,702
Total current liabilities	57,360		57,440
Non-current liabilities:
Asset retirement obligations	7,450		7,289
Operating lease liabilities	11,951		9,456
Other non-current liabilities	1,377		2,493
Total non-current liabilities	20,778		19,238
Total liabilities	78,138		76,678
Commitments and contingencies
Stockholders' equity:
Preferred stock	$	—	$	—
Common stock	2		2
Additional paid-in capital	96,088		91,780
Accumulated other comprehensive loss	(1,598)		(1,452)
Retained earnings	97,122		110,283
Total stockholders' equity	191,614		200,613
Total liabilities and stockholders' equity	$	269,752	$	277,291
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (a)
(Unaudited and in thousands)
	For the nine months ended
	9/30/2021		9/30/2020
Operating activities:
Net (loss) income	$	(5,510)	$	2,384
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization and accretion	7,752		6,553
Deferred income tax (benefit) expense	(907)		15
Stock-based compensation	6,036		4,160
Provisions for doubtful accounts, service credits and other	765		914
Changes in assets and liabilities:
Accounts receivable	2,165		(1,019)
Prepaid expenses and other assets	202		1,726
Net operating lease liabilities	778		(50)
Accounts payable, accrued liabilities and other	300		3,591
Deferred revenue	(2,053)		2,680
Net cash provided by operating activities	9,528		20,954
Investing activities:
Purchases of property and equipment	(3,103)		(2,824)
Capitalized software development	(8,239)		(8,206)
Purchase of short-term investments	(44,990)		(44,870)
Maturity of short-term investments	45,000		45,000
Net cash used in investing activities	(11,332)		(10,900)
Financing activities:
Cash distributions to stockholders	(7,590)		(7,388)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan	132		166
Purchase of common stock for tax withholding on vested equity awards	(1,860)		(903)
Net cash used in financing activities	(9,318)		(8,125)
Effect of exchange rate on cash and cash equivalents	(146)		(55)
Net (decrease) increase in cash and cash equivalents	(11,268)		1,874
Cash and cash equivalents, beginning of period	48,729		47,361
Cash and cash equivalents, end of period	$	37,461	$	49,235
Supplemental disclosure:
Income taxes (refunds received) paid	$	(165)	$	148
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
CONSOLIDATED REVENUE
SUPPLEMENTAL INFORMATION (a)
(Unaudited and in thousands)
	For the three months ended
	9/30/2021		6/30/2021		3/31/2021		12/31/2020		9/30/2020		6/30/2020		3/31/2020		12/31/2019
Revenue
Paging	$	18,844	$	19,135	$	19,353	$	19,513	$	19,961	$	19,990	$	20,451	$	20,826
Non-paging	$	800	$	724	$	767	$	787	$	867	$	1,088	$	935	$	789
Total wireless revenue	$	19,644	$	19,859	$	20,120	$	20,300	$	20,828	$	21,078	$	21,386	$	21,615
License	$	1,674	$	818	$	1,507	$	1,486	$	1,988	$	749	$	955	$	1,711
Services	$	4,159	$	4,865	$	4,354	$	4,778	$	4,772	$	3,812	$	4,549	$	4,947
Equipment	$	596	$	482	$	616	$	961	$	554	$	601	$	725	$	1,125
Subscription	$	133	$	90	$	45	$	42	$	24	$	—	$	—	$	—
Operations revenue	$	6,562	$	6,255	$	6,522	$	7,267	$	7,338	$	5,162	$	6,229	$	7,783
Maintenance revenue	$	9,645	$	9,609	$	9,394	$	9,913	$	9,527	$	9,499	$	9,652	$	10,150
Total software revenue	$	16,207	$	15,864	$	15,916	$	17,180	$	16,865	$	14,661	$	15,881	$	17,933
Total revenue	$	35,851	$	35,723	$	36,036	$	37,480	$	37,693	$	35,739	$	37,267	$	39,548
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
CONSOLIDATED OPERATING EXPENSES
SUPPLEMENTAL INFORMATION (a)
(Unaudited and in thousands)
	For the three months ended
	9/30/2021		6/30/2021		3/31/2021		12/31/2020		9/30/2020		6/30/2020		3/31/2020		12/31/2019
Cost of revenue
Payroll and related	$	5,435	$	4,920	$	5,369	$	5,447	$	4,941	$	4,350	$	5,785	$	5,222
Cost of sales	1,414		1,427		1,251		1,740		1,064		1,098		1,940		2,278
Stock-based compensation	250		285		322		136		148		134		119		42
Other	421		341		299		510		391		319		420		509
Total cost of revenue	7,520		6,973		7,241		7,833		6,544		5,901		8,264		8,051
Research and development
Payroll and related	4,291		4,333		4,475		4,358		4,147		4,115		4,761		5,056
Outside services	1,759		2,060		2,277		2,358		2,113		1,803		1,584		1,742
Capitalized software development	(2,621)		(2,698)		(2,920)		(3,046)		(2,906)		(3,596)		(1,705)		—
Stock-based compensation	435		305		475		246		240		243		236		113
Other	314		278		199		250		(135)		189		573		221
Total research and development	4,178		4,278		4,506		4,166		3,459		2,754		5,449		7,132
Technology operations
Payroll and related	2,585		2,323		2,467		2,467		2,246		2,213		2,712		2,656
Site rent	3,122		3,143		3,196		3,313		3,467		3,399		3,398		3,669
Telecommunications	828		825		837		857		949		961		1,001		1,026
Stock-based compensation	139		131		137		48		52		47		43		32
Other	765		665		615		686		643		592		750		700
Total technology operations	7,439		7,087		7,252		7,371		7,357		7,212		7,904		8,083
Selling and marketing
Payroll and related	3,365		3,161		3,135		2,912		2,773		2,538		3,583		3,382
Commissions	924		1,244		1,105		1,178		1,059		852		1,212		1,158
Stock-based compensation	234		254		319		192		208		194		172		164
Advertising and events	527		247		161		539		151		160		784		1,034
Other	115		74		180		183		81		87		610		153
Total selling and marketing	5,165		4,980		4,900		5,004		4,272		3,831		6,361		5,891
General and administrative
Payroll and related	3,911		3,564		3,818		3,373		3,476		3,355		4,134		3,974
Stock-based compensation	958		806		986		726		968		744		612		770
Facility rent, office, and technology costs	2,692		2,484		2,480		2,412		178		628		43		56
Outside services	3,078		2,219		1,825		1,584		2,259		2,276		2,068		1,952
Taxes, licenses and permits	1,003		1,117		1,081		484		2,148		2,043		2,036		2,350
Bad debt	(29)		328		106		202		994		804		859		1,000
Other	925		1,039		854		1,265		971		960		1,499		1,429
Total general and administrative	12,538		11,557		11,150		10,046		10,994		10,810		11,251		11,531
Depreciation, amortization and accretion	2,568		2,457		2,727		2,503		2,335		2,072		2,146		2,250
Goodwill impairment	—		—		—		25,007		—		—		—		8,849
Operating expenses	$	39,408	$	37,332	$	37,776	$	61,930	$	34,961	$	32,580	$	41,375	$	51,787
Capital expenditures	$	905	$	1,480	$	727	$	638	$	934	$	846	$	1,063	$	679
(a) Slight variations in totals are due to rounding.

SPOK HOLDINGS, INC.
UNITS IN SERVICE ACTIVITY, MARKET SEGMENT, CHURN
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
	For the three months ended
	9/30/2021			6/30/2021			3/31/2021			12/31/2020			9/30/2020			6/30/2020			3/31/2020			12/31/2019
Paging units in service
Beginning units in service (000's)	869			874			885			898			915			926			938			955
Gross placements	23			31			20			20			25			35			24			22
Gross disconnects	(39)			(36)			(31)			(33)			(42)			(46)			(36)			(39)
Net change	(16)			(5)			(11)			(13)			(17)			(11)			(12)			(17)
Ending units in service	853			869			874			885			898			915			926			938
End of period units in service % of total (b)
Healthcare	84.6		%	84.5		%	84.1		%	83.6		%	83.7		%	83.6		%	82.6		%	82.4		%
Government	4.8		%	4.9		%	4.8		%	5.3		%	5.3		%	5.5		%	5.4		%	5.4		%
Large enterprise	4.1		%	4.1		%	4.3		%	4.3		%	4.3		%	4.4		%	5.5		%	5.5		%
Other(b)	6.4		%	6.4		%	6.8		%	6.8		%	6.6		%	6.6		%	6.5		%	6.6		%
Total	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Account size ending units in service (000's)
1 to 100 units	57			58			59			61			63			65			67			69
101 to 1,000 units	154			155			163			167			167			165			171			173
>1,000 units	642			656			652			657			668			685			688			696
Total	853			869			874			885			898			915			926			938
Account size net loss rate(c)
1 to 100 units	(1.7)		%	(1.7)		%	(3.3)		%	(3.2)		%	(2.9)		%	(3.1)		%	(3.0)		%	(3.8)		%
101 to 1,000 units	(0.6)		%	(4.9)		%	(2.4)		%	—		%	1.5		%	(4.2)		%	(1.0)		%	(1.0)		%
>1,000 units	(2.1)		%	0.6		%	(0.8)		%	(1.6)		%	(2.5)		%	(0.4)		%	(1.2)		%	(1.8)		%
Total	(1.8)		%	(0.6)		%	(1.2)		%	(1.4)		%	(1.9)		%	(1.3)		%	(1.3)		%	(1.8)		%
Account size ARPU
1 to 100 units	$	11.67		$	11.69		$	11.72		$	11.62		$	11.80		$	11.65		$	12.01		$	11.99
101 to 1,000 units	8.38			8.35			8.33			8.35			8.37			8.24			8.34			8.31
>1,000 units	6.65			6.68			6.68			6.62			6.67			6.57			6.59			6.62
Total	$	7.29		$	7.32		$	7.34		$	7.30		$	7.34		$	7.24		$	7.31		$	7.33
(a) Slight variations in totals are due to rounding.
(b) Other includes hospitality, resort and indirect units
(c) Net loss rate is net current period placements and disconnected units in service divided by prior period ending units in service.

SPOK HOLDINGS, INC.
RECONCILIATION OF NET (LOSS) INCOME TO EBITDA (a)
(Unaudited and in thousands)
	For the three months ended				For the nine months ended
	9/30/2021		9/30/2020		9/30/2021		9/30/2020
Net (loss) income	$	(2,494)	$	3,165	$	(5,510)	$	2,384
Add back:
(Benefit from) provision for income taxes	(912)		(155)		(1,120)		149
Other income	(10)		(151)		(13)		(113)
Interest income	(141)		(127)		(263)		(636)
Operating (loss) income	(3,557)		2,732		(6,906)		1,784
Depreciation, amortization and accretion	2,568		2,335		7,752		6,553
EBITDA	$	(989)	$	5,067	$	846	$	8,337
Capitalized software development costs	(2,621)		(2,906)		(8,239)		(8,206)
Stock-based compensation	2,016		1,616		6,036		4,160
Adjusted EBITDA	$	(1,594)	$	3,777	$	(1,357)	$	4,291
(a) Slight variations in totals are due to rounding.

RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES (a)
(Unaudited and in thousands)
	For the three months ended				For the nine months ended
	9/30/2021		9/30/2020		9/30/2021		9/30/2020
Operating expenses	$	39,408	$	34,961	$	114,516	$	108,915
Add back:
Depreciation, amortization and accretion	(2,568)		(2,335)		(7,752)		(6,553)
Capitalized software development costs	2,621		2,906		8,239		8,206
Adjusted operating expenses	$	39,461	$	35,532	$	115,003	$	110,568
(a) Slight variations in totals are due to rounding.

(Unaudited and in millions)
	Current Guidance
	Full Year 2021
Operating expenses	$	149.7	to	$	155.7
Add back:
Depreciation, amortization and accretion	(10.2)			(10.2)
Capitalized software development costs	11.5			11.5
Adjusted operating expenses	$	151.0		$	157.0

XML

Cover Page Document	Nov. 03, 2021
Cover [Abstract]
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Registrant Name	SPOK HOLDINGS, INC
Entity File Number	001-32358
Entity Tax Identification Number	16-1694797
Entity Address, Address Line One	5911 Kingstown 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SPOK
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001289945
Security Exchange Name	NASDAQ
Document Period End Date	Nov. 03, 2021