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8-K

Spok Holdings, Inc (SPOK)

8-K 2022-04-28 For: 2022-04-27
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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): April 27, 2022

SPOK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-32358 16-1694797
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (I.R.S. Employer<br>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 April 28, 2022, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first quarter March 31, 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 April 27, 2022, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on June 24, 2022, to stockholders of record on May 25, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
No. Description
99.1 Spok Holdings, Inc. Earnings Press Release dated April 28, 2022

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: April 28, 2022 By: /s/ Michael W. Wallace
Name: Michael W. Wallace
Title: Chief Financial Officer

Document

Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

CONTACT:

Lisa Fortuna or Mike Cummings

312-445-2866

spok@alpha-ir.com

Spok Reports First Quarter 2022 Results

Company makes progress on recently announced strategic business plan

Announces conclusion of thorough strategic alternatives review process; Spok’s Board remains open to all pathways to maximize shareholder value

Alexandria, Va. (April 28, 2022) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the first quarter ended March 31, 2022. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on June 24, 2022, to stockholders of record on May 25, 2022.

2022 First Quarter Highlights:

•Announced new strategic business plan prioritizing maximizing free cash flow and returning capital to shareholders

•Reduced size of Board of Directors to better align the Board's size and composition with the Company's recently announced business strategy

•Capital returned to stockholders in the first quarter of 2022 totaled $6.5 million in the form of the Company's regular quarterly dividend

•Cash, cash equivalents and short-term investments balance of $46.3 million at March 31, 2022, and no debt

•University of Rochester Medical Center (URMC) selected Spok Care Connect® to replace URMC's existing operator console and to support its clinical communication needs at its flagship Strong Memorial Hospital

Spok.com

1

Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

"We have made great progress on our recently announced strategic business plan while also continuing to provide critical communications services to our healthcare customers," said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc. "We are on target with our previously announced financial objectives, and our focus remains on creating significant value for our shareholders by maximizing revenue and cash flow generation from our established communication solutions. We continue to believe that we are on the best path forward, and we are optimistic about our prospects for the remainder of 2022 and beyond."

Strategic Review Update:

Spok has concluded the strategic alternatives review process it publicly commenced on September 3, 2021. At this time, Spok has no actionable options for a sale of the Company and the Board has determined it is in the best interests of all shareholders for Spok to focus on executing its strategic plan as a standalone company.

Since initiating the strategic review, the Board, along with its financial and legal advisors, conducted an exceptionally thorough process and reached out to and engaged with a wide range of strategic and financial parties.

Spok’s Board is fully committed to maximizing value for all shareholders.

Spok.com

2

Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

2022 First Quarter Results:

Consolidated revenue for the first quarter of 2022 under Generally Accepted Accounting Principles (“GAAP”) was $33.8 million, compared to $36.0 million in the first quarter of 2021.

For the Three Months Ended March 31,
(Dollars in thousands) 2022 2021 Change (%)
Wireless revenue
Paging revenue $ 18,313 $ 19,353 (5.4) %
Product and other revenue 533 767 (30.5) %
Total wireless revenue $ 18,846 $ 20,120 (6.3) %
Software revenue
License $ 1,824 $ 1,552 17.5 %
Professional services 3,336 4,354 (23.4) %
Hardware 589 616 (4.4) %
Maintenance 9,230 9,394 (1.7) %
Total software revenue 14,979 15,916 (5.9) %
Total revenue $ 33,825 $ 36,036 (6.1) %

Operating expenses in the first quarter of 2022 totaled $42.5 million and included $4.5 million in restructuring costs, compared to $37.8 million in operating expenses in the first quarter of 2021.

Spok.com

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Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

Adjusted operating expenses (which excludes depreciation, amortization and accretion, and restructuring costs, and includes capitalized software development costs) totaled $37.1 million in the first quarter of 2022. Adjusted operating expenses for the first quarter of 2021 totaled $38.0 million.

For the Three Months Ended March 31,
(Dollars in thousands) 2022 2021 Change (%)
Operating expenses $ 42,493 $ 37,776 (12.5) %
Adjusted operating expenses $ 37,064 $ 37,969 2.4 %

GAAP net loss for the first quarter of 2022 was $7.2 million, or a loss of $0.37 per diluted share, compared to net loss of $2.3 million, or $0.12 per diluted share, in the first quarter of 2021. For the first quarter of 2022, adjusted EBITDA loss totaled $2.1 million compared to adjusted EBITDA of $0.3 million in the first quarter of 2021.

For the three months ended March 31,
(Dollars in thousands) 2022 2021 Change (%)
Net loss $ (7,214) $ (2,297) (214.1) %
Basic and diluted net loss per common share $ (0.37) $ (0.12) (208.3) %
Adjusted EBITDA $ (2,124) $ 306 (794.1) %
Spok.com
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4

Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

Financial Outlook:

Regarding financial guidance, the Company expects the following for fiscal year 2022, which is unchanged from the previously provided 2022 financial guidance:

(Unaudited and in millions) Current Guidance<br>Full Year 2022
From To
Revenue
Wireless $ 71.6 $ 77.0
Software $ 54.4 $ 62.2
Total Revenue $ 126.0 $ 139.2
Adjusted Operating Expenses $ 118.8 $ 128.6
Capital Expenditures $ 3.4 $ 4.2

2022 First Quarter Call:

Management will host a conference call and webcast to discuss these financial results today 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, April 28, 2022, at 8:30 a.m. EDT
Webcast: https://www.webcast-eqs.com/spok042822_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. After the event the OnDemand version of the webcast will be available under the URL as well.

* * * * * * * * *

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®

Spok.com

5

Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

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 expenses and adjusted EBITDA. Adjusted operating expenses excludes depreciation, amortization and accretion, goodwill and restructuring costs, 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 restructuring costs, 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 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.

Spok.com

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Exhibit 99.1
NEWS RELEASE
    ![imagea.jpg](imagea.jpg)

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

Tables to Follow

Spok.com

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SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)(b)
(Unaudited and in thousands except share, per share amounts and ARPU)
For the three months ended
3/31/2022 3/31/2021
Revenue:
Wireless $ 18,846 $ 20,120
Software 14,979 15,916
Total revenue 33,825 36,036
Operating expenses:
Cost of revenue (exclusive of items shown separately below) 7,804 7,982
Research and development 6,497 4,444
Technology operations 7,013 7,204
Selling and marketing 5,315 5,139
General and administrative 10,435 10,280
Depreciation, amortization and accretion 934 2,727
Severance and restructuring 4,495
Total operating expenses 42,493 37,776
% of total revenue 125.6 % 104.8 %
Operating loss (8,668) (1,740)
% of total revenue (25.6) % (4.8) %
Interest income 67 61
Other expense (13) (27)
Loss before income taxes (8,614) (1,706)
Benefit from (provision for) income taxes 1,400 (591)
Net loss $ (7,214) $ (2,297)
Basic and diluted net loss per common share $ (0.37) $ (0.12)
Basic weighted average common shares outstanding 19,599,526 19,272,786
Cash dividends declared per common share 0.3125 0.125
Key statistics:
Units in service 838 874
Average revenue per unit (ARPU) $ 7.24 $ 7.34
Bookings $ 14,317 $ 14,597
Backlog $ 40,532 $ 48,849
(a) Slight variations in totals are due to rounding.
(b) Certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications had no effect on the reported results of operations
SPOK HOLDINGS, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)(b)
(Unaudited and in thousands except share, per share amounts and ARPU)
For the three months ended
3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020
Revenue:
Wireless $ 18,846 $ 19,203 $ 19,644 $ 19,859 $ 20,120 $ 20,300 $ 20,828 $ 21,078
Software 14,979 15,341 16,207 15,864 15,916 17,180 16,865 14,661
Total revenue 33,825 34,544 35,851 35,723 36,036 37,480 37,693 35,739
Operating expenses:
Cost of revenue (exclusive of items shown separately below) 7,804 8,290 8,340 7,859 7,982 8,588 7,223 6,372
Research and development 6,497 4,851 4,063 4,156 4,444 4,122 3,445 2,740
Technology operations 7,013 7,331 7,287 7,022 7,204 7,253 7,269 7,174
Selling and marketing 5,315 5,356 5,404 5,184 5,139 5,209 4,483 4,015
General and administrative 10,435 11,099 11,664 10,481 10,280 8,882 10,206 10,162
Depreciation, amortization and accretion 934 2,694 2,568 2,457 2,727 2,503 2,335 2,072
Severance and restructuring 4,495 71 82 173 366 45
Goodwill and capitalized software development impairment 15,663 25,007
Total operating expenses 42,493 55,355 39,408 37,332 37,776 61,930 34,961 32,580
% of total revenue 125.6 % 160.2 % 109.9 % 104.5 % 104.8 % 165.2 % 92.8 % 91.2 %
Operating (loss) income (8,668) (20,811) (3,557) (1,609) (1,740) (24,450) 2,732 3,159
% of total revenue (25.6) % (60.2) % (9.9) % (4.5) % (4.8) % (65.2) % 7.2 % 8.8 %
Interest income 67 56 141 61 61 51 127 146
Other (expense) income (13) 54 10 29 (27) 95 151 101
(Loss) income before income taxes (8,614) (20,701) (3,406) (1,519) (1,706) (24,304) 3,010 3,406
Benefit from (provision for) income taxes 1,400 4,032 912 800 (591) (22,306) 155 353
Net (loss) income $ (7,214) $ (16,669) $ (2,494) $ (719) $ (2,297) $ (46,610) $ 3,165 $ 3,759
Basic net (loss) income per common share $ (0.37) $ (0.86) $ (0.13) $ (0.04) $ (0.12) $ (2.44) $ 0.17 $ 0.20
Diluted net (loss) income per common share (0.37) (0.86) (0.13) (0.04) (0.12) (2.44) 0.16 0.20
Basic weighted average common shares outstanding 19,599,526 19,483,004 19,464,893 19,395,364 19,272,786 19,088,329 19,051,502 19,016,853
Diluted weighted average common shares outstanding 19,599,526 19,483,004 19,464,893 19,395,364 19,272,786 19,088,329 19,208,452 19,115,148
Key statistics:
Units in service 838 847 853 869 874 885 898 915
Average revenue per unit (ARPU) $ 7.24 $ 7.26 $ 7.29 $ 7.32 $ 7.34 $ 7.30 $ 7.34 $ 7.24
Bookings $ 14,317 $ 14,793 $ 17,116 $ 13,037 $ 14,597 $ 16,528 $ 21,414 $ 15,411
Backlog $ 40,532 $ 43,361 $ 45,584 $ 45,632 $ 48,849 $ 50,504 $ 51,708 $ 48,441
(a) Slight variations in totals are due to rounding.
(b) Certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications had no effect on the reported results of operations
SPOK HOLDINGS, INC.
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CONDENSED CONSOLIDATED BALANCE SHEETS (a)
(In thousands)
3/31/2022 12/31/2021
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 31,350 $ 44,583
Short-term investments 14,978 14,999
Accounts receivable, net 23,373 26,908
Prepaid expenses 8,095 6,641
Other current assets 878 922
Total current assets 78,674 94,053
Non-current assets:
Property and equipment, net 6,642 6,746
Operating lease right-of-use assets 14,993 15,821
Capitalized software development, net
Goodwill 99,175 99,175
Intangible assets, net
Deferred income tax assets, net 32,684 31,653
Other non-current assets 707 706
Total non-current assets 154,201 154,101
Total assets $ 232,875 $ 248,154
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 3,863 $ 5,292
Accrued compensation and benefits 15,769 13,948
Deferred revenue 24,223 25,608
Operating lease liabilities 5,112 5,405
Other current liabilities 5,147 4,745
Total current liabilities 54,114 54,998
Non-current liabilities:
Asset retirement obligations 6,372 6,355
Operating lease liabilities 11,256 11,883
Other non-current liabilities 1,238 1,227
Total non-current liabilities 18,866 19,465
Total liabilities 72,980 74,463
Commitments and contingencies
Stockholders' equity:
Preferred stock $ $
Common stock 2 2
Additional paid-in capital 97,197 97,291
Accumulated other comprehensive loss (1,563) (1,588)
Retained earnings 64,259 77,986
Total stockholders' equity 159,895 173,691
Total liabilities and stockholders' equity $ 232,875 $ 248,154
(a) Slight variations in totals are due to rounding.
SPOK HOLDINGS, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (a)
(Unaudited and in thousands)
For the three months ended
3/31/2022 3/31/2021
Operating activities:
Net loss $ (7,214) $ (2,297)
Adjustments to reconcile net loss to net cash net (used ) provided by operating activities:
Depreciation, amortization and accretion 934 2,727
Deferred income tax (benefit) expense (1,024) 510
Stock-based compensation 1,115 2,239
Provisions for credit losses, service credits and other 594 215
Changes in assets and liabilities:
Accounts receivable 2,951 1,039
Prepaid expenses and other assets (1,421) 457
Net operating lease liabilities (91) 338
Accounts payable, accrued liabilities and other 879 (3,038)
Deferred revenue (1,602) (1,471)
Net cash (used in) provided by operating activities (4,879) 719
Investing activities:
Purchases of property and equipment (679) (727)
Capitalized software development (2,920)
Purchase of short-term investments (14,967) (14,995)
Maturity of short-term investments 15,000 15,000
Net cash used in investing activities (646) (3,642)
Financing activities:
Cash distributions to stockholders (6,524) (2,730)
Purchase of common stock for tax withholding on vested equity awards (1,209) (1,444)
Net cash used in financing activities (7,733) (4,174)
Effect of exchange rate on cash and cash equivalents 25 14
Net decrease in cash and cash equivalents (13,233) (7,083)
Cash and cash equivalents, beginning of period 44,583 48,729
Cash and cash equivalents, end of period $ 31,350 $ 41,646
Supplemental disclosure:
Income tax refunds received $ (39) $ (118)
(a) Slight variations in totals are due to rounding.
SPOK HOLDINGS, INC.
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CONSOLIDATED REVENUE
SUPPLEMENTAL INFORMATION (a)
(Unaudited and in thousands)
For the three months ended
3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020
Revenue
Paging $ 18,313 $ 18,513 $ 18,844 $ 19,135 $ 19,353 $ 19,513 $ 19,961 $ 19,990
Non-paging $ 533 $ 690 $ 800 $ 724 $ 767 $ 787 $ 867 $ 1,088
Total wireless revenue $ 18,846 $ 19,203 $ 19,644 $ 19,859 $ 20,120 $ 20,300 $ 20,828 $ 21,078
License $ 1,824 $ 1,650 $ 1,807 $ 908 $ 1,552 $ 1,528 $ 2,012 $ 749
Services $ 3,336 $ 3,783 $ 4,159 $ 4,865 $ 4,354 $ 4,778 $ 4,772 $ 3,812
Equipment $ 589 $ 573 $ 596 $ 482 $ 616 $ 961 $ 554 $ 601
Operations revenue $ 5,749 $ 6,006 $ 6,562 $ 6,255 $ 6,522 $ 7,267 $ 7,338 $ 5,162
Maintenance revenue $ 9,230 $ 9,335 $ 9,645 $ 9,609 $ 9,394 $ 9,913 $ 9,527 $ 9,499
Total software revenue $ 14,979 $ 15,341 $ 16,207 $ 15,864 $ 15,916 $ 17,180 $ 16,865 $ 14,661
Total revenue $ 33,825 $ 34,544 $ 35,851 $ 35,723 $ 36,036 $ 37,480 $ 37,693 $ 35,739
(a) Slight variations in totals are due to rounding.
SPOK HOLDINGS, INC.
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CONSOLIDATED OPERATING EXPENSES
SUPPLEMENTAL INFORMATION (a)(b)
(Unaudited and in thousands)
For the three months ended
3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020
Cost of revenue
Payroll and related $ 5,110 $ 5,268 $ 5,208 $ 4,720 $ 5,139 $ 5,244 $ 4,743 $ 4,158
Cost of sales 1,557 1,713 1,699 1,633 1,386 1,924 1,165 1,193
Recoverable taxes and fees 712 781 792 903 867 798 803 591
Stock-based compensation 109 127 220 262 291 112 121 111
Other 316 401 421 341 299 510 391 319
Total cost of revenue 7,804 8,290 8,340 7,859 7,982 8,588 7,223 6,372
Research and development
Payroll and related 4,305 4,329 4,291 4,333 4,475 4,358 4,147 4,115
Outside services 1,899 1,760 1,759 2,060 2,277 2,358 2,113 1,803
Capitalized software development (2,603) (2,621) (2,698) (2,920) (3,046) (2,906) (3,596)
Stock-based compensation 130 234 435 305 475 246 240 243
Other 163 1,131 199 156 137 206 (149) 175
Total research and development 6,497 4,851 4,063 4,156 4,444 4,122 3,445 2,740
Technology operations
Payroll and related 2,509 2,584 2,585 2,323 2,467 2,467 2,246 2,213
Site rent 3,067 3,104 3,122 3,143 3,196 3,313 3,467 3,399
Telecommunications 771 826 828 825 837 857 949 961
Stock-based compensation 55 53 139 131 137 48 52 47
Other 611 764 613 600 567 568 555 554
Total technology operations 7,013 7,331 7,287 7,022 7,204 7,253 7,269 7,174
Selling and marketing
Payroll and related 3,468 3,383 3,592 3,361 3,365 3,115 2,971 2,730
Commissions 1,024 1,153 924 1,244 1,105 1,178 1,059 852
Stock-based compensation 79 114 264 277 350 216 235 217
Advertising and events 568 630 527 247 161 539 151 160
Other 176 76 97 55 158 161 67 56
Total selling and marketing 5,315 5,356 5,404 5,184 5,139 5,209 4,483 4,015
General and administrative
Payroll and related 4,051 4,040 3,911 3,564 3,818 3,373 3,476 3,355
Stock-based compensation 742 675 958 806 986 726 968 744
Facility rent, office, and technology costs 2,680 2,579 2,692 2,484 2,480 2,412 2,260 2,276
Outside services 1,900 2,392 3,078 2,219 1,825 1,584 2,148 2,043
Taxes, licenses and permits(b) 265 408 211 214 214 (314) 190 213
Bad debt (14) 255 (29) 328 106 202 178 628
Other 811 750 843 866 851 899 986 903
Total general and administrative 10,435 11,099 11,664 10,481 10,280 8,882 10,206 10,162
Depreciation, amortization and accretion 934 2,694 2,568 2,457 2,727 2,503 2,335 2,072
Severance and restructuring 4,495 71 82 173 366 45
Goodwill and capitalized software development impairment 15,663 25,007
Operating expenses $ 42,493 $ 55,355 $ 39,408 $ 37,332 $ 37,776 $ 61,930 $ 34,961 $ 32,580
Capital expenditures $ 684 $ 1,295 $ 905 $ 1,480 $ 727 $ 638 $ 934 $ 846
(a) Slight variations in totals are due to rounding.
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(b) Certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications had no effect on the reported results of operations
SPOK HOLDINGS, INC.
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UNITS IN SERVICE ACTIVITY, MARKET SEGMENT, CHURN
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
For the three months ended
3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 6/30/2020
Paging units in service
Beginning units in service (000's) 847 853 869 874 885 898 915 926
Gross placements 19 19 23 31 20 20 25 35
Gross disconnects (28) (25) (39) (36) (31) (33) (42) (46)
Net change (9) (6) (16) (5) (11) (13) (17) (11)
Ending units in service 838 847 853 869 874 885 898 915
End of period units in service % of total (b)
Healthcare 84.7 % 84.7 % 84.6 % 84.5 % 84.1 % 83.6 % 83.7 % 83.6 %
Government 4.7 % 4.8 % 4.8 % 4.9 % 4.8 % 5.3 % 5.3 % 5.5 %
Large enterprise 3.9 % 3.9 % 4.1 % 4.1 % 4.3 % 4.3 % 4.3 % 4.4 %
Other(b) 6.7 % 6.6 % 6.4 % 6.4 % 6.8 % 6.8 % 6.6 % 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 54 55 57 58 59 61 63 65
101 to 1,000 units 150 154 154 155 163 167 167 165
>1,000 units 634 638 642 656 652 657 668 685
Total 838 847 853 869 874 885 898 915
Account size net loss rate(c)
1 to 100 units (1.8) % (3.5) % (1.1) % (1.7) % (3.3) % (3.2) % (2.9) % (3.1) %
101 to 1,000 units (2.6) % % (0.9) % (4.9) % (2.4) % % 1.5 % (4.2) %
>1,000 units (0.6) % (0.6) % (2.2) % 0.6 % (0.8) % (1.6) % (2.5) % (0.4) %
Total (1.1) % (0.7) % (1.8) % (0.6) % (1.2) % (1.4) % (1.9) % (1.3) %
Account size ARPU
1 to 100 units $ 11.52 $ 11.58 $ 11.67 $ 11.69 $ 11.72 $ 11.62 $ 11.80 $ 11.65
101 to 1,000 units 8.24 8.30 8.38 8.35 8.33 8.35 8.37 8.24
>1,000 units 6.64 6.63 6.65 6.68 6.68 6.62 6.67 6.57
Total $ 7.24 $ 7.26 $ 7.29 $ 7.32 $ 7.34 $ 7.30 $ 7.34 $ 7.24
(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.
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RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (a)
(Unaudited and in thousands)
For the three months ended
3/31/2022 3/31/2021
Net loss $ (7,214) $ (2,297)
Add back:
(Benefit from) provision for income taxes (1,400) 591
Other expenses 13 27
Interest income (67) (61)
Operating loss (8,668) (1,740)
Depreciation, amortization and accretion 934 2,727
EBITDA $ (7,734) $ 987
Capitalized software development costs (2,920)
Stock-based compensation 1,115 2,239
Severance and restructuring 4,495
Adjusted EBITDA $ (2,124) $ 306
(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
3/31/2022 3/31/2021
Operating expenses $ 42,493 $ 37,776
Add back:
Depreciation, amortization and accretion (934) (2,727)
Capitalized software development costs 2,920
Severance and restructuring (4,495)
Adjusted operating expenses $ 37,064 $ 37,969
(a) Slight variations in totals are due to rounding.
SPOK HOLDINGS, INC.
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2022 FINANCIAL OUTLOOK
(Unaudited and in millions)
Guidance Range
From To
Revenues
Wireless $ 71.6 $ 77.0
Software 54.4 62.2
Total Revenues $ 126.0 $ 139.2
Adjusted Operating Expenses (a) $ 118.8 $ 128.6
Capital Expenditures $ 3.4 $ 4.2
RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES (a)
(Unaudited and in millions)
Guidance Range
From To
Operating expenses $ 128.7 $ 142.3
Add back:
Depreciation, amortization and accretion (3.5) (3.5)
Severance and restructuring $ (6.4) $ (10.2)
Adjusted operating expenses $ 118.8 $ 128.6
(a) Adjusted operating expenses exclude depreciation, amortization and accretion, goodwill and capitalized software development impairment costs, and severance and restructuring costs, and includes capitalized software development costs.