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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): July 27, 2022
 
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware   001-32358   16-1694797
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
 
5911 Kingstowne Village Pkwy, 6th 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 July 27, 2022, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the second quarter ending June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On July 27, 2022, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on September 9, 2022, to stockholders of record on August 17, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Spok Holdings, Inc.
Date: July 27, 2022   By: /s/ Michael W. Wallace
    Name: Michael W. Wallace
    Title: Chief Financial Officer





EX-99.1 2 a2q228kex991.htm EX-99.1 Document
Exhibit 99.1
NEWS RELEASE
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CONTACT:
Lisa Fortuna or Josh Carroll            
312-445-2866        
spok@alpha-ir.com    

Spok Reports Second Quarter 2022 Results
Significant improvement in net income and adjusted EBITDA
Company progressing ahead of schedule on strategic business plan
Second quarter software bookings up 51%, year-to-date software bookings up 23%
Alexandria, Va. (July 27, 2022) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the second quarter ended June 30, 2022. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on September 9, 2022, to stockholders of record on August 17, 2022.
Recent Highlights:
•The tangible benefits of Spok's strategic business plan continued to become evident in the second quarter as the Company generated $1.9 million of net income and $3.7 million of adjusted EBITDA
•Second quarter software bookings increased 51% as momentum increased in the second quarter post the strategic pivot announcement
•Year-to-date software bookings increased 23% with thirty-two deals worth over six figures each
•Year-to-date capital returned to stockholders totaled $12.7 million in the form of the Company’s regular quarterly dividend
•Wireless units in service of 835,000 at June 30, 2022 down only 3,000 units from March 31, 2022 as net paging churn mitigates
•Cash, cash equivalents and short-term investments balance of $38.4 million at June 30, 2022, and no debt, with cash flow generation expected to largely cover the dividend in the second half of 2022
•Signed a distribution agreement with inTechnology to enhance Spok’s ability to provide meaningful outcomes to its clients in the Asia Pacific region

"We are excited about the progress we have made during the second quarter on our strategic business plan, which is tracking well ahead of schedule," said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc. "With our renewed focus on the Care Connect Suite of solutions, we have been able to significantly increase bookings as we continue to work towards creating a more consistent revenue base. Our sales team has been extremely successful on selling our Care Connect Suite of solutions. Our customers have been delighted with our new plans to invest into the platforms they know and love. The pressures from the pandemic have somewhat subsided
Spok.com
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1

Exhibit 99.1
NEWS RELEASE
imagea.jpg
allowing for more face-to-face meetings. Our pipeline is strong and continues to grow. Our wireless service line is performing on plan. We have right sized our operating expenses consistent with our focus and guidance. We are very encouraged about our prospects for the second half of 2022 and beyond, and our focus remains on creating value for our stockholders by maximizing revenue and cash flow generation.”

Financial Highlights:
For the Three Months Ended June 30, For the six months ended June 30,
(Dollars in thousands) 2022 2021 Change (%) 2022 2021 Change (%)
Revenue
Wireless revenue
Paging revenue $ 18,141  $ 19,135  (5.2) % $ 36,454  $ 38,488  (5.3) %
Product and other revenue 559  724  (22.8) % 1,093  1,491  (26.7) %
Total wireless revenue $ 18,700  $ 19,859  (5.8) % $ 37,547  $ 39,979  (6.1) %
Software revenue
License $ 1,962  $ 908  116.1  % $ 3,786  $ 2,460  53.9  %
Professional services 3,331  4,865  (31.5) % 6,667  9,219  (27.7) %
Hardware 507  482  5.2  % 1,096  1,098  (0.2) %
Maintenance 9,210  9,609  (4.2) % 18,439  19,003  (3.0) %
Total software revenue 15,010  15,864  (5.4) % 29,988  31,780  (5.6) %
Total revenue $ 33,710  $ 35,723  (5.6) % $ 67,535  $ 71,759  (5.9) %
For the three months ended June 30, For the six months ended June 30,
(Dollars in thousands) 2022 2021
Change (%)
2022 2021
Change (%)
GAAP
Operating expenses $ 31,298  $ 37,332  (16.2) % $ 73,791  $ 75,108  (1.8) %
Net income (loss) $ 1,924  $ (719) 367.6  % $ (5,290) $ (3,016) (75.4) %
Cash, cash equivalents, and short-term investments $ 38,432  $ 68,125  (43.6) % $ 38,432  $ 68,125  (43.6) %
Capital returned to stockholders $ 6,155  $ 2,422  154.1  % $ 12,679  $ 5,152  146.1  %
Non-GAAP
Adjusted operating expenses $ 29,977  $ 37,399  (19.8) % $ 67,041  $ 75,368  (11.0) %
Adjusted EBITDA $ 3,697  $ (1,549) 338.7  % $ (3,606) $ (1,970) (83.0) %
Spok.com
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Exhibit 99.1
NEWS RELEASE
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For the three months ended June 30, For the six months ended June 30,
(Dollars in thousands, excluding units and service and ARPU) 2022 2021
Change (%)
2022 2021
Change (%)
Key Statistics
Wireless units in service 835  869  (3.9) % 835  869  (3.9) %
Wireless average revenue per unit (ARPU) $ 7.23  $ 7.32  (1.2) % $ 7.22  $ 7.31  (1.2) %
Software bookings $ 19,731  $ 13,037  51.3  % $ 34,047  $ 27,634  23.2  %
Software backlog (as of period end) $ 44,488  $ 45,632  (2.5) % $ 44,488  $ 45,632  (2.5) %

Financial Outlook:
Regarding financial guidance, the Company expects the following for fiscal year 2022, which is updated from the previously provided 2022 financial guidance:
(Unaudited and in millions) Current Guidance
Full Year 2022
Prior Guidance
Full Year 2022
From To From To
Revenue
Wireless $ 73.5  $ 75.5  $ 71.6  $ 77.0 
Software $ 56.5  $ 60.5  $ 54.4  $ 62.2 
Total Revenue $ 130.0  $ 136.0  $ 126.0  $ 139.2 
Adjusted Operating Expenses $ 123.3  $ 126.1  $ 118.8  $ 128.6 
Capital Expenditures $ 3.2  $ 3.9  $ 3.4  $ 4.2 
2022 Second Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Thursday, July 28, 2022, at 8:30 a.m. Eastern Daylight Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time: Thursday, July 28, 2022, at 8:30 a.m. EDT
Webcast: https://www.webcast-eqs.com/spok07282022_en/en
U.S. Toll-Free Dial In: 877-407-0890
International Dial In: 1-201-389-0918
Spok.com
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Exhibit 99.1
NEWS RELEASE
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To access the call, please dial in approximately ten minutes before the start of the call. For those unable to join the live call, an OnDemand version of the webcast will be available following the call under the URL link and on the investor relations website.
* * * * * * * * *

About Spok
Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on Spok Care Connect® platforms to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok® solutions. When seconds count and patients' lives are at stake, Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter.
Spok is a trademark of Spok Holdings, Inc. Spok Care Connect and Spok Mobile are trademarks of Spok, Inc.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: adjusted operating expenses and adjusted EBITDA. Adjusted operating expenses excludes depreciation, amortization and accretion, impairment of intangible assets, severance and restructuring costs, and effects of capitalized software development costs. Adjusted EBITDA represents net income/(loss) before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and effects of capitalized software development costs, and includes capital expenditures.
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.
Spok.com
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Exhibit 99.1
NEWS RELEASE
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We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principle of these non-GAAP financial measures is that they exclude significant amounts that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.
Safe Harbor Statement under the Private Securities Litigation Reform Act
Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Spok’s future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, risks related to Spok's new strategic business plan, including its ability to maximize revenue and cash generation from its established businesses and return capital to stockholders, risks related to the COVID-19 pandemic and its effect on our business and the economy, other economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment, declining demand for paging products and services, continued demand for our software products and services, our dependence on the U.S. healthcare industry, our ability to develop additional software solutions for our customers and manage our development as a global organization, the ability to manage operating expenses, particularly third-party consulting services and research and development costs, future capital needs, competitive pricing pressures, competition from traditional paging services, other wireless communications services and other software providers, many of which are substantially larger and have much greater financial and human capital resources, changes in customer purchasing priorities or capital expenditures, government regulation of our products and services and the healthcare and health insurance industries, reliance upon third-party providers for certain equipment and services, unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services, the effects of changes in accounting policies or practices, our ability to realize the benefits associated with our deferred tax assets and future impairments of our long-lived assets, amortizable intangible assets and goodwill, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.
Tables to Follow
Spok.com
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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 ended For the six months ended
6/30/2022 6/30/2021 6/30/2022 6/30/2021
Revenue:
Wireless $ 18,700  $ 19,859  $ 37,547  $ 39,979 
Software 15,010  15,864  29,988  31,780 
Total revenue 33,710  35,723  67,535  71,759 
Operating expenses:
Cost of revenue (exclusive of items shown separately below) 6,980  7,859  14,784  15,840 
Research and development 2,624  4,156  9,121  8,600 
Technology operations 6,880  7,022  13,893  14,226 
Selling and marketing 3,874  5,184  9,189  10,323 
General and administrative 9,619  10,480  20,054  20,761 
Depreciation, amortization and accretion 871  2,457  1,805  5,184 
Severance and restructuring 450  174  4,945  174 
Total operating expenses 31,298  37,332  73,791  75,108 
% of total revenue 92.8  % 104.5  % 109.3  % 104.7  %
Operating income (loss) 2,412  (1,609) (6,256) (3,349)
% of total revenue 7.2  % (4.5) % (9.3) % (4.7) %
Interest income 170  61  237  122 
Other income 25  29  12 
Income (loss) before income taxes 2,607  (1,519) (6,007) (3,225)
(Provision for) benefit from income taxes (683) 800  717  209 
Net income (loss) $ 1,924  $ (719) $ (5,290) $ (3,016)
Basic and diluted net income (loss) per common share $ 0.10  $ (0.04) $ (0.27) $ (0.16)
Basic weighted average common shares outstanding 19,693,659  19,395,364  19,645,680  19,335,081 
Diluted weighted average common shares outstanding 19,807,430  19,395,364  19,645,680  19,335,081 
Cash dividends declared per common share 0.3125  0.1250  0.6250  0.2500 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
6/30/2022 12/31/2021
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 23,437  $ 44,583 
Short-term investments 14,995  14,999 
Accounts receivable, net 26,583  26,908 
Prepaid expenses 7,187  6,641 
Other current assets 788  922 
Total current assets 72,990  94,053 
Non-current assets:
Property and equipment, net 6,487  6,746 
Operating lease right-of-use assets 17,367  15,821 
Goodwill 99,175  99,175 
Deferred income tax assets, net 32,151  31,653 
Other non-current assets 706  706 
Total non-current assets 155,886  154,101 
Total assets $ 228,876  $ 248,154 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 4,160  $ 5,292 
Accrued compensation and benefits 11,475  13,948 
Deferred revenue 25,975  25,608 
Operating lease liabilities 5,150  5,405 
Other current liabilities 5,091  4,745 
Total current liabilities 51,851  54,998 
Non-current liabilities:
Asset retirement obligations 6,490  6,355 
Operating lease liabilities 13,575  11,883 
Other non-current liabilities 766  1,227 
Total non-current liabilities 20,831  19,465 
Total liabilities 72,682  74,463 
Commitments and contingencies
Stockholders' equity:
Common stock
Additional paid-in capital 98,158  97,291 
Accumulated other comprehensive loss (1,792) (1,588)
Retained earnings 59,826  77,986 
Total stockholders' equity 156,194  173,691 
Total liabilities and stockholders' equity $ 228,876  $ 248,154 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the six months ended
6/30/2022 6/30/2021
Operating activities:
Net loss $ (5,290) $ (3,016)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization and accretion 1,805  5,184 
Deferred income tax benefit (495) (291)
Stock-based compensation 2,076  4,020 
Provisions for credit losses, service credits and other 861  657 
Changes in assets and liabilities:
Accounts receivable (576) 1,775 
Prepaid expenses and other assets (416) 994 
Net operating lease liabilities (109) 563 
Accounts payable, accrued liabilities and other (3,582) (3,538)
Deferred revenue (169) (2,482)
Net cash (used in) provided by operating activities (5,895) 3,866 
Investing activities:
Purchases of property and equipment (1,192) (2,198)
Capitalized software development —  (5,618)
Purchase of short-term investments (14,967) (29,993)
Maturity of short-term investments 15,000  30,000 
Net cash used in investing activities (1,159) (7,809)
Financing activities:
Cash distributions to stockholders (12,679) (5,152)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan —  132 
Purchase of common stock for tax withholding on vested equity awards (1,209) (1,656)
Net cash used in financing activities (13,888) (6,676)
Effect of exchange rate on cash and cash equivalents (204) 17 
Net decrease in cash and cash equivalents (21,146) (10,602)
Cash and cash equivalents, beginning of period 44,583  48,729 
Cash and cash equivalents, end of period $ 23,437  $ 38,127 
Supplemental disclosure:
Income taxes paid/(refunded) $ 185  $ (42)




SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
For the three months ended
6/30/2022 3/31/2022 12/31/2021 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020
Account size ending units in service (000's)
1 to 100 units 53  54  55  57  58  59  61  63 
101 to 1,000 units 149  150  154  154  155  163  167  167 
>1,000 units 633  634  638  642  656  652  657  668 
Total 835  838  847  853  869  874  885  898 
Market segment as a percent of total ending units in service
Healthcare 85.0  % 84.7  % 84.7  % 84.6  % 84.5  % 84.1  % 83.6  % 83.7  %
Government 4.2  % 4.7  % 4.8  % 4.8  % 4.9  % 4.8  % 5.3  % 5.3  %
Large enterprise 4.0  % 3.9  % 3.9  % 4.1  % 4.1  % 4.3  % 4.3  % 4.3  %
Other(b) 6.8  % 6.7  % 6.6  % 6.4  % 6.4  % 6.8  % 6.8  % 6.6  %
Total 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  %
Account size ARPU
1 to 100 units $ 11.41  $ 11.52  $ 11.58  $ 11.67  $ 11.69  $ 11.72  $ 11.62  $ 11.80 
101 to 1,000 units 8.27  8.24  8.30  8.38  8.35  8.33  8.35  8.37 
>1,000 units 6.63  6.64  6.63  6.65  6.68  6.68  6.62  6.67 
Total $ 7.23  $ 7.24  $ 7.26  $ 7.29  $ 7.32  $ 7.34  $ 7.30  $ 7.34 
(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 ended For the six months ended
6/30/2022 6/30/2021 6/30/2022 6/30/2021
Operating expenses $ 31,298  $ 37,332  $ 73,791  $ 75,108 
Add back:
Depreciation, amortization and accretion (871) (2,457) (1,805) (5,184)
Capitalized software development costs —  2,698  —  5,618 
Severance and restructuring (450) (174) (4,945) (174)
Adjusted operating expenses $ 29,977  $ 37,399  $ 67,041  $ 75,368 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months ended For the six months ended
6/30/2022 6/30/2021 6/30/2022 6/30/2021
Net income (loss) $ 1,924  $ (719) $ (5,290) $ (3,016)
Add back:
(Provision for) benefit from income taxes 683  (800) (717) (209)
Other income (25) (29) (12) (2)
Interest income (170) (61) (237) (122)
Depreciation, amortization and accretion 871  2,457  1,805  5,184 
EBITDA $ 3,283  $ 848  $ (4,451) $ 1,835 
Adjustments:
Capitalized software development costs —  (2,698) —  (5,618)
Stock-based compensation 961  1,781  2,076  4,020 
Capital expenditures (547) (1,480) (1,231) (2,207)
Adjusted EBITDA $ 3,697  $ (1,549) $ (3,606) $ (1,970)

RECONCILIATION OF ADJUSTED OPERATING EXPENSE FROM GUIDANCE
(Unaudited and in millions)
Current Guidance Range Prior Guidance Range
From To From To
Operating expenses $ 132.8  $ 136.1  $ 128.7  $ 142.3 
Add back:
Depreciation, amortization and accretion (3.5) (3.5) (3.5) (3.5)
Severance and restructuring $ (6.0) $ (6.5) $ (6.4) $ (10.2)
Adjusted operating expenses $ 123.3  $ 126.1  $ 118.8  $ 128.6