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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): October 29, 2025
 
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.)
 
3000 Technology Drive
,
Suite 400
Plano
,
Texas
75074
(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 October 29, 2025, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ending September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 8.01 Other Events.
On October 29, 2025, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on December 9, 2025, to stockholders of record on November 18, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)





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 29, 2025   By: /s/ Calvin C. Rice
    Name: Calvin C. Rice
    Title: Chief Financial Officer





EX-99.1 2 a3q25-ex991earningspressre.htm EX-99.1 Document
Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
CONTACT:
Al Galgano            
952-224-6096        
al.galgano@spok.com    

Spok Reports Third Quarter 2025 Results
Continued Managed Services Revenue Growth and Focused Expense Management Drives Net Income Levels
Company Reaffirms 2025 Financial Guidance



Plano, Tx. (October 29, 2025) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the third quarter ended September 30, 2025. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on December 9, 2025, to stockholders of record on November 18, 2025.
Recent Highlights:
•Year-to-date net income and adjusted EBITDA up 14.4% and 0.8%, respectively, from the prior year period
•Through the first nine months of 2025 software operations bookings included 59 six- and seven-figure customer contracts, consistent with prior year levels
•Software backlog totaled $60.9 million at September 30, 2025, as the Company continues to focus on multi-year and managed services bookings
•Third quarter 2025 wireless average revenue per unit (ARPU) was $8.19, up more than 3.0% on a year-over-year basis
•Wireless quarterly net churn improves to 1.4%, a 20-basis point improvement from the prior quarter
•Capital returned to stockholders in the third quarter of 2025 totaled $6.4 million
•Research and development costs totaled $9.1 million through the first nine months of 2025, supporting Spok's investment in the Company's industry-leading solutions to fuel future growth
•Cash and cash equivalents balance of $21.4 million at September 30, 2025, and no debt


Spok.com
1

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
"Spok continues to execute at a high level and we remain confident in our full year financial projections,” said Vincent D. Kelly, chief executive officer of Spok Holdings, Inc. “Our focus is to generate cash flow and return capital to stockholders, while responsibly investing for future growth. On a year-to-date basis, we have done and will continue to do so. We also continue to make progress in key performance areas, including net income and cash generation, wireless ARPU trends, software revenue growth and backlog levels. We were able to accomplish this while continuing to invest in our Spok Care Connect and Wireless solutions. Through the first nine months of the year, we have invested more than $9 million in our world-class product platform and believe that these investments will create shareholder value into the future.

"Spok continues its proud legacy of balancing the necessary investments in our products and infrastructure with returning capital to our stockholders," continued Kelly. "In the third quarter, we generated more than $6.6 million of adjusted EBITDA and returned the majority of that amount to our stockholders in the form of our regular quarterly dividend. After hitting its low point in the first quarter due to seasonal working capital needs, our cash balances continued to grow in the third quarter, totaling nearly $21.4 million at September 30, 2025. All else remaining equal, we expect cash balances to continue to grow through the remainder of the year.

"Based on our performance in the first nine months of 2025, and our visibility into our very robust product sales pipeline, we are reiterating our full year 2025 guidance estimates for revenue and adjusted EBITDA," concluded Kelly.
Spok.com
2

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
Financial Highlights:
For the three months ended September 30,
For the nine months ended September 30,
(Dollars in thousands) 2025 2024 Change (%) 2025 2024 Change (%)
Revenue
Wireless revenue
Paging revenue $ 16,917  $ 17,605  (3.9) % $ 51,716  $ 53,208  (2.8) %
Product and other revenue 877  656  33.7  % 2,992  1,945  53.8  %
Total wireless revenue $ 17,794  $ 18,261  (2.6) % $ 54,708  $ 55,153  (0.8) %
Software revenue
License 1,076  2,042  (47.3) % 6,101  6,365  (4.1) %
Professional services - projects $ 3,649  $ 3,871  (5.7) % $ 11,951  $ 11,114  7.5  %
Professional services - managed services 1,807  964  87.4  % 4,642  2,032  128.4  %
Hardware 393  395  (0.5) % 1,090  1,113  (2.1) %
Maintenance and subscription 9,148  9,337  (2.0) % 27,355  27,984  (2.2) %
Total software revenue $ 16,073  $ 16,609  (3.2) % $ 51,139  $ 48,608  5.2  %
Total revenue $ 33,867  $ 34,870  (2.9) % $ 105,847  $ 103,761  2.0  %
For the three months ended September 30,
For the nine months ended September 30,
(Dollars in thousands) 2025 2024
Change (%)
2025 2024
Change (%)
GAAP
Operating expenses $ 29,508  $ 29,909  (1.3) % $ 90,078  $ 89,434  0.7  %
Net income $ 3,203  $ 3,660  (12.5) % $ 12,951  $ 11,321  14.4  %
Cash and cash equivalents (as of period end)
$ 21,379  $ 27,830  (23.2) % $ 21,379  $ 27,830  (23.2) %
Capital returned to stockholders $ 6,437  $ 6,330  1.7  % $ 20,861  $ 20,045  4.1  %
Non-GAAP
Adjusted operating expenses $ 28,479  $ 28,509  (0.1) % $ 87,259  $ 85,123  2.5  %
Adjusted EBITDA $ 6,610  $ 7,534  (12.3) % $ 22,303  $ 22,118  0.8  %
Spok.com
3

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
For the three months ended September 30,
For the nine months ended September 30,
(Dollars in thousands, excluding units in service and ARPU)
2025 2024
Change (%)
2025 2024
Change (%)
Key Statistics
Wireless units in service (000's) (as of period end)
684  730  (6.3) % 684  730  (6.3) %
Wireless average revenue per unit (ARPU)
$ 8.19  $ 7.95  3.0  % $ 8.19  $ 7.91  3.5  %
Software operations bookings(1)
$ 4,442  $ 10,379  (57.2) % $ 24,440  $ 26,959  (9.3) %
Software backlog (as of period end)(2)
$ 60,897  $ 63,579  (4.2) % $ 60,897  $ 63,579  (4.2) %
(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.
(2) Software backlog excludes $11.2 million and $5.3 million of contractual obligations that are deemed cancellable by the customer without significant penalty as of September 30, 2025 and 2024, respectively.
Financial Outlook:
The Company also reiterated its financial guidance and expects the following for the full year 2025:
(Unaudited and in millions)
Current Guidance
Full Year 2025
From To
Revenue
Wireless $ 71.5  $ 73.5 
Software $ 66.5  $ 70.0 
Total Revenue $ 138.0  $ 143.5 
Adjusted EBITDA $ 28.5  $ 32.5 
2025 Third Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Wednesday, October 29, 2025, at 5:00 p.m. Eastern Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time:
Wednesday, October 29, 2025, at 5:00 p.m. ET
Webcast:
https://www.webcast-eqs.com/register/Spok_3Q_2025/en
U.S. Toll-Free Dial In:
877-407-0890
International Dial In:
1-201-389-0918
Spok.com
4

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
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 Holdings, Inc. (NASDAQ: SPOK), headquartered in Plano, Texas, 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 70 million messages each month through their Spok® solutions. Spok enables smarter, faster clinical communication. For more information, visit spok.com.
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 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 and accretion expense, stock-based compensation expense, impairment of intangible assets and severance and restructuring. With respect to our expectations under "Financial Outlook" above, reconciliation of adjusted EBITDA to net income 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 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
Spok.com
5

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
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 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, finance, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; economic conditions, such as recessionary economic cycles, the impact of trade disputes, tariffs and other trade protection measures, higher interest rates, inflation and higher levels of unemployment; risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock; 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
Spok.com
6

Exhibit 99.1
NEWS RELEASE
spok_horxflatx4ca.jpg
software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the United States healthcare industry; long sales cycle of our software solutions and services; 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; our reliance on data centers and other computer systems, hardware, software and satellite networks and telecommunications systems infrastructure (collectively, "IT Systems") and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties; cyberattacks, data breaches, system disruptions or other compromises to our or our critical third parties’ IT Systems, data, products or services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets or 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
Spok.com
7



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 nine months ended
9/30/2025 9/30/2024 9/30/2025 9/30/2024
Revenue:
Wireless $ 17,794  $ 18,261  $ 54,708  $ 55,153 
Software 16,073  16,609  51,139  48,608 
Total revenue 33,867  34,870  105,847  103,761 
Operating expenses:
Cost of revenue (exclusive of items shown separately below) 7,359  7,133  21,902  21,435 
Research and development 2,993  2,831  9,072  8,958 
Technology operations 5,686  6,083  17,431  18,563 
Selling and marketing 4,151  3,928  13,263  11,582 
General and administrative 8,290  8,534  25,591  24,585 
Depreciation and accretion 858  1,075  2,571  3,210 
Severance and restructuring 171  325  248  1,101 
Total operating expenses 29,508  29,909  90,078  89,434 
% of total revenue 87.1  % 85.8  % 85.1  % 86.2  %
Operating income 4,359  4,961  15,769  14,327 
% of total revenue 12.9  % 14.2  % 14.9  % 13.8  %
Interest income 193  264  668  908 
Other income (expense) 28  (75) 784  (91)
Income before income taxes 4,580  5,150  17,221  15,144 
Provision for income taxes (1,377) (1,490) (4,270) (3,823)
Net income $ 3,203  $ 3,660  $ 12,951  $ 11,321 
Basic net income per common share $ 0.16  $ 0.18  $ 0.63  $ 0.56 
Diluted net income per common share $ 0.15  $ 0.18  $ 0.62  $ 0.55 
Basic weighted average common shares outstanding 20,590,924  20,264,055  20,537,643  20,229,146 
Diluted weighted average common shares outstanding 21,029,219  20,523,873  21,020,663  20,534,883 
Cash dividends declared per common share 0.3125  0.3125  0.9375  0.9375 





SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
9/30/2025 12/31/2024
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 21,379  $ 29,145 
Accounts receivable, net 25,691  21,950 
Prepaid expenses 9,639  9,362 
Other current assets 2,832  840 
Total current assets 59,541  61,297 
Non-current assets:
Property and equipment, net 5,800  5,952 
Operating lease right-of-use assets 6,894  8,249 
Goodwill 99,175  99,175 
Deferred income tax assets, net 37,815  41,686 
Other non-current assets 428  744 
Total non-current assets 150,112  155,806 
Total assets $ 209,653  $ 217,103 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 3,332  $ 5,630 
Accrued compensation and benefits 6,011  7,363 
Deferred revenue 32,280  28,366 
Operating lease liabilities 2,737  2,904 
Other current liabilities 4,758  4,511 
Total current liabilities 49,118  48,774 
Non-current liabilities:
Asset retirement obligations 5,676  5,945 
Operating lease liabilities 4,619  5,869 
Other non-current liabilities 1,543  1,769 
Total non-current liabilities 11,838  13,583 
Total liabilities 60,956  62,357 
Commitments and contingencies
Stockholders' equity:
Preferred stock $ —  $ — 
Common stock
Additional paid-in capital 106,776  105,736 
Accumulated other comprehensive loss (1,766) (1,784)
Retained earnings 43,685  50,792 
Total stockholders' equity 148,697  154,746 
Total liabilities and stockholders' equity $ 209,653  $ 217,103 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the nine months ended
9/30/2025 9/30/2024
Operating activities:
Net income $ 12,951  $ 11,321 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and accretion 2,571  3,210 
Deferred income tax expense 3,885  3,624 
Stock-based compensation 3,741  3,480 
Gain on sale of domain name (701) — 
Provisions for credit losses, service credits and other 755  450 
Changes in assets and liabilities:
Accounts receivable (4,498) 1,481 
Prepaid expenses and other assets (1,966) (1,061)
Net operating lease liabilities (62) (48)
Accounts payable and other liabilities (3,443) (4,284)
Deferred revenue 4,192  2,342 
Net cash provided by operating activities 17,425  20,515 
Investing activities:
Purchases of property and equipment (2,348) (2,348)
Proceeds from sale of domain name 701  — 
Net cash used in investing activities (1,647) (2,348)
Financing activities:
Cash distributions to stockholders (20,861) (20,045)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan 142  130 
Purchase of common stock for tax withholding on vested equity awards (2,843) (2,428)
Net cash used in financing activities (23,562) (22,343)
Effect of exchange rate on cash and cash equivalents 18  17 
Net decrease in cash and cash equivalents (7,766) (4,159)
Cash and cash equivalents, beginning of period 29,145  31,989 
Cash and cash equivalents, end of period $ 21,379  $ 27,830 
Supplemental disclosure:
Income taxes paid $ 299  $ 298 




SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU)
(Unaudited and in thousands)
For the three months ended
9/30/2025 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 3/31/2024 12/31/2023
Account size ending units in service (000's)
1 to 100 units 37  38  39  40  41  42  43  44 
101 to 1,000 units 113  116  121  120  125  128  135  142 
>1,000 units 534  540  545  560  564  577  575  579 
Total 684  694  705  720  730  747  753  765 
Market segment as a percent of total ending units in service
Healthcare 84.1  % 85.7  % 85.5  % 85.6  % 85.7  % 85.8  % 86.1  % 85.9  %
Government 5.0  % 4.0  % 4.0  % 4.0  % 4.1  % 4.4  % 4.1  % 4.2  %
Large enterprise 3.7  % 3.8  % 3.8  % 3.9  % 4.0  % 4.0  % 3.9  % 4.1  %
Other(1)
7.2  % 6.5  % 6.7  % 6.5  % 6.2  % 5.8  % 5.9  % 5.8  %
Total 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  % 100.0  %
Account size ARPU
1 to 100 units $ 12.92  $ 12.88  $ 13.04  $ 13.08  $ 12.70  $ 12.51  $ 12.66  $ 12.57 
101 to 1,000 units 9.83  9.72  9.64  9.60  9.19  9.06  9.14  9.16 
>1,000 units 7.51  7.54  7.59  7.50  7.33  7.21  7.23  7.15 
Total $ 8.19  $ 8.20  $ 8.24  $ 8.16  $ 7.95  $ 7.84  $ 7.89  $ 7.84 
(1) Other includes hospitality, resort and indirect units





RECONCILIATION OF ADJUSTED OPERATING EXPENSES
(Unaudited and in thousands)
For the three months ended For the nine months ended
9/30/2025 9/30/2024 9/30/2025 9/30/2024
Operating expenses $ 29,508  $ 29,909  $ 90,078  $ 89,434 
Add back:
Depreciation and accretion (858) (1,075) (2,571) (3,210)
Severance and restructuring (171) (325) (248) (1,101)
Adjusted operating expenses $ 28,479  $ 28,509  $ 87,259  $ 85,123 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months ended For the nine months ended
9/30/2025 9/30/2024 9/30/2025 9/30/2024
Net income $ 3,203  $ 3,660  $ 12,951  $ 11,321 
Add back:
Provision for income taxes 1,377  1,490  4,270  3,823 
Other income (expense) (28) 75  (784) 91 
Interest income (193) (264) (668) (908)
Depreciation and accretion 858  1,075  2,571  3,210 
EBITDA $ 5,217  $ 6,036  $ 18,340  $ 17,537 
Adjustments:
Stock-based compensation 1,222  1,173  3,715  3,480 
Severance and restructuring 171  325  248  1,101 
Adjusted EBITDA $ 6,610  $ 7,534  $ 22,303  $ 22,118