UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32358 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed si ...

Spok Holdings, Inc. (NASDAQ:SPOK) Q1 2022 Earnings Conference Call April 28, 2022 8:30 AM ET Company Participants Lisa Fortuna - Managing Director, Alpha IR Group Vince Kelly - President & Chief Executive Officer Mike Wallace - Chief Financial Officer & Chief Operating Officer Conference Call Participants Operator Greetings, and welcome to Spok Holdings, Inc. Quarter One 2022 Earnings Results Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, th ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited quarterly financial statements, management's analysis, and disclosures on market risk and internal controls [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited financial statements for Q1 2022 show declining revenue, a wider net loss due to restructuring, and negative operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) (in thousands) | | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $78,674 | $94,053 | | **Total assets** | $232,875 | $248,154 | | **Total liabilities** | $72,980 | $74,463 | | **Total stockholders' equity** | $159,895 | $173,691 | - Cash and cash equivalents decreased from **$44.6 million** at the end of 2021 to **$31.4 million** as of March 31, 2022[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) (in thousands) | | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | **Total revenue** | $33,825 | $36,036 | | **Total operating expenses** | $42,493 | $37,776 | | **Operating loss** | $(8,668) | $(1,740) | | **Net loss** | $(7,214) | $(2,297) | | **Basic and diluted net loss per common share** | $(0.37) | $(0.12) | - The company incurred a significant severance and restructuring charge of **$4.5 million** in Q1 2022, which was not present in Q1 2021, contributing substantially to the increased operating and net loss[11](index=11&type=chunk) - Cash dividends declared per common share increased to **$0.3125** in Q1 2022 from $0.1250 in Q1 2021[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) (in thousands) | | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(4,879) | $719 | | **Net cash used in investing activities** | $(646) | $(3,642) | | **Net cash used in financing activities** | $(7,733) | $(4,174) | | **Net decrease in cash and cash equivalents** | $(13,233) | $(7,083) | - The significant shift in operating cash flow from positive to negative was primarily driven by the **net loss of $7.2 million** in Q1 2022[19](index=19&type=chunk) - Cash distributions to stockholders (dividends) increased to **$6.5 million** in Q1 2022 from $2.7 million in Q1 2021, driving higher cash usage in financing activities[19](index=19&type=chunk) [Unaudited Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Unaudited%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - In February 2022, the company announced a restructuring plan to discontinue its Spok Go® platform, resulting in the elimination of approximately **175 positions** and an estimated total charge of **$6.2 million to $7.5 million**[36](index=36&type=chunk) - For Q1 2022, the company incurred **$4.5 million** in severance and restructuring costs, consisting of $4.0 million in personnel-related costs and $0.5 million in contractual terminations[38](index=38&type=chunk) Revenue by Type (in thousands) | | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | **Wireless revenue** | $18,846 | $20,120 | | **Software revenue** | $14,979 | $15,916 | | **Total revenue** | $33,825 | $36,036 | - On February 16, 2022, the Board of Directors authorized a share repurchase program for up to **$10 million** of the company's common stock, though no shares were repurchased in Q1 2022[71](index=71&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes Q1 2022 performance, focusing on the strategic shift away from Spok Go, its financial impact, and resulting liquidity changes [New Strategic Business Plan](index=21&type=section&id=New%20Strategic%20Business%20Plan) - In February 2022, the company initiated a new strategic plan to discontinue the Spok Go® platform, eliminate associated costs, and refocus on its established Spok Care Connect Suite and wireless services[108](index=108&type=chunk) - The restructuring involves eliminating approximately **175 positions**, primarily in research and development, with expected one-time pre-tax charges of **$6.2 million to $7.5 million**[108](index=108&type=chunk) - As part of the new plan to prioritize cash flow and capital return, the Board increased the quarterly dividend to **$0.3125 per share** and authorized a **$10 million share repurchase program**[108](index=108&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) (in thousands) | | Q1 2022 | Q1 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Total revenue** | $33,825 | $36,036 | (6.1)% | | Wireless revenue | $18,846 | $20,120 | (6.3)% | | Software revenue | $14,979 | $15,916 | (5.9)% | | **Total operating expenses** | $42,493 | $37,776 | 12.5% | | **Operating loss** | $(8,668) | $(1,740) | 398.2% | - The decline in wireless revenue reflects a secular decrease in demand for paging services, with Average Revenue Per User (ARPU) decreasing to **$7.24** from $7.34 YoY[123](index=123&type=chunk)[124](index=124&type=chunk) - Research and Development expenses increased by **46.2% YoY**, primarily because the company did not capitalize any software development costs in Q1 2022 following the decision to discontinue Spok Go, compared to capitalizing $2.9 million in Q1 2021[138](index=138&type=chunk)[139](index=139&type=chunk) - Severance and restructuring expenses of **$4.5 million** were recorded in Q1 2022 due to the new strategic business plan, which was the primary driver of the increased operating loss[152](index=152&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2022, the company held cash, cash equivalents, and short-term investments of **$46.3 million**[154](index=154&type=chunk) Net Cash Flow (in thousands) | | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | **Operating activities** | $(4,879) | $719 | | **Investing activities** | $(646) | $(3,642) | | **Financing activities** | $(7,733) | $(4,174) | - The company intends to use cash on hand for working capital, operations, investment, and returning value to stockholders through dividends and share repurchases, with more cash expected to be available following the discontinuation of Spok Go[156](index=156&type=chunk) - Future cash payments related to the restructuring are expected to be between **$6.2 million and $7.5 million** and are anticipated to be substantially complete in 2022[158](index=158&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports minimal exposure to interest rate and foreign currency exchange risks due to no outstanding debt and limited international business - As of March 31, 2022, the company had **no outstanding debt**, resulting in no material interest rate risk[177](index=177&type=chunk) - The company conducts limited business outside the U.S., making its exposure to foreign currency exchange rate fluctuations immaterial[178](index=178&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal controls - Based on an evaluation as of the end of the fiscal quarter, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective**[179](index=179&type=chunk) - No changes were made to the company's internal control over financial reporting during Q1 2022 that have materially affected, or are reasonably likely to materially affect, these controls[180](index=180&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part provides supplementary information on legal proceedings, risk factors, equity sales, and a list of filed exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material changes to legal proceedings from its 2021 Annual Report - For information on legal proceedings, the report refers to Note 13, "Commitments and Contingencies," in the financial statements[181](index=181&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the company's risk factors since the 2021 Annual Report - The risk factors included in the 2021 Annual Report have not materially changed during the three months ended March 31, 2022[182](index=182&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any common stock during the first quarter of 2022 - The Company did not repurchase any of its common stock during the first quarter of 2022[183](index=183&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including certifications and management contracts - The report includes an exhibit index listing documents filed or incorporated by reference, such as an employment agreement extension, a voting agreement, and CEO/CFO certifications[185](index=185&type=chunk)[187](index=187&type=chunk)

Spok Holdings, Inc. (NASDAQ:SPOK) Q4 2021 Earnings Conference Call February 17, 2022 8:30 AM ET Company Participants Vincent Kelly - President and Chief Executive Officer Michael Wallace - Chief Operating Officer and Chief Financial Officer Conference Call Participants Amelia Roberts - Odeon Capital Group Operator Hello, everyone, and welcome to Spok Holdings’ Fourth Quarter Earnings and Strategic Plan Call. I’m joined by Vince Kelly, President and Chief Executive Officer; as well as Michael Wallace, Chief ...

Part I [Business](index=7&type=section&id=Item%201.%20Business) Spok is a global leader in healthcare communications, focusing on established wireless and software solutions after discontinuing its Spok Go platform - Spok is a global leader in healthcare communications, delivering clinical information to care teams to improve patient outcomes, with a primary focus on hospitals[16](index=16&type=chunk) - In February 2022, the company announced a new strategic plan to discontinue the Spok Go platform and eliminate associated costs, shifting focus to its established business lines[18](index=18&type=chunk) - The company's business is heavily dependent on the U.S. healthcare industry, making it vulnerable to economic pressures, regulatory changes, and events like the COVID-19 pandemic[21](index=21&type=chunk)[119](index=119&type=chunk) - Wireless services are regulated by the FCC, while certain software products connecting to medical devices are regulated by the FDA, and the company adheres to data privacy laws like HIPAA[74](index=74&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Our Strategy](index=11&type=section&id=Our%20Strategy) The company's February 2022 strategic plan prioritizes generating free cash flow and returning capital to stockholders through established business lines - The overarching strategy is to prioritize **free cash flow generation** and return capital to stockholders by maximizing revenue from established business lines[35](index=35&type=chunk) - Strategic goals include acquiring new customers, expanding existing relationships, minimizing wireless revenue attrition, enhancing existing software applications with targeted investment, and managing expenses[36](index=36&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - In February 2022, the Board authorized an increased quarterly dividend to **$0.3125 per share** and a new share repurchase program of up to **$10.0 million**[42](index=42&type=chunk) [Products and Services](index=12&type=section&id=Products%20and%20Services) Spok offers wireless messaging and the Spok Care Connect® Suite software, with professional services for implementation and support Revenue Source Breakdown (2021) | Revenue Source | % of Total Revenue (2021) | | :--- | :--- | | Wireless Products & Services | 55% | | Software Maintenance | 27% | | Professional Services | 12% | - Launched the new GenA pager in November 2021, a one-way alphanumeric pager with advanced features like a high-resolution ePaper display, HIPAA-compliant encryption, and over-the-air programming, expected to help slow wireless revenue attrition[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The Spok Care Connect® Suite is the core software offering, providing solutions for healthcare console operations, web-based directories, on-call scheduling, clinical alerting (e.Notify), and secure mobile communications (Spok Mobile®)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Competition](index=15&type=section&id=Competition) Spok faces intense competition in wireless messaging and software, with potential threats from large EMR and technology firms entering the healthcare communication market - Direct competitors for wireless messaging include American Messaging Service, LLC, regional providers, and major mobile telephone companies like AT&T and Verizon[62](index=62&type=chunk) - Software competitors include companies such as Vocera Communications and NextGen Healthcare, though Spok believes its integrated product suite provides a competitive advantage[64](index=64&type=chunk)[65](index=65&type=chunk)[69](index=69&type=chunk) - The company faces a potential threat from larger EMR companies (e.g., Epic, Cerner) and major tech corporations (e.g., Microsoft, Oracle) that may enter the clinical communication market, highlighted by recent large-scale acquisitions[65](index=65&type=chunk)[66](index=66&type=chunk) [Human Capital](index=16&type=section&id=Human%20Capital) Spok's workforce decreased to 563 FTEs by year-end 2021, with an additional 175 positions planned for elimination in 2022 due to restructuring Employee Metrics | Metric | Value | | :--- | :--- | | Full-Time Employees (FTEs) at Dec 31, 2021 | 563 | | Full-Time Employees (FTEs) at Dec 31, 2020 | 602 | | Planned Position Eliminations (2022) | ~175 | - The workforce reduction is part of the restructuring announced in February 2022 and will primarily affect R&D, professional services, sales & marketing, and back-office support[68](index=68&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its strategic plan, declining wireless revenue, U.S. healthcare industry dependence, asset impairment, cybersecurity threats, and complex regulations - The new strategic plan, including the discontinuation of Spok Go and associated restructuring, may fail to deliver expected results and could disrupt operations[93](index=93&type=chunk)[94](index=94&type=chunk) - The business is highly dependent on the U.S. healthcare industry, making it vulnerable to economic pressures, regulatory changes, and events like the COVID-19 pandemic affecting hospital spending[106](index=106&type=chunk)[111](index=111&type=chunk)[119](index=119&type=chunk) - The company faces risks of asset impairment, having recorded a **$15.7 million** charge for capitalized software development in 2021 and a **$25.0 million** goodwill impairment in 2020[138](index=138&type=chunk) - Cybersecurity threats, system disruptions, and data breaches pose a significant risk, potentially leading to data loss, reputational damage, and legal liability, especially given the handling of sensitive health information[131](index=131&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Unresolved Staff Comments](index=30&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of February 17, 2022, the company reported no unresolved comments from the SEC staff - The company reports no unresolved SEC staff comments as of February 17, 2022[153](index=153&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties) Spok's corporate headquarters is a leased 26,000 sq ft facility in Alexandria, VA, with 2,836 leased transmitter sites and 3,468 active transmitters for its wireless network - The corporate headquarters is a leased **26,000 sq. ft.** space in Alexandria, VA, with the lease expiring in September 2026[154](index=154&type=chunk) - As of December 31, 2021, the company leased approximately **2,836 transmitter sites** and operated **3,468 active transmitters** for its wireless network[156](index=156&type=chunk) [Legal Proceedings](index=30&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various lawsuits in the normal course of business, none of which are expected to have a material adverse impact - The company is involved in various lawsuits arising from the normal course of business, which are not expected to have a material adverse impact[454](index=454&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[159](index=159&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Spok's common stock trades on NASDAQ, with the company increasing its quarterly dividend and authorizing a $10 million share repurchase program in 2022, while maintaining transfer restrictions to protect deferred tax assets - The company's common stock is listed on the NASDAQ National Market under the trading symbol **'SPOK'**[160](index=160&type=chunk) - In February 2022, the Board increased the quarterly dividend to **$0.3125 per share** and authorized a share repurchase program of up to **$10 million**[162](index=162&type=chunk)[166](index=166&type=chunk) - The company's charter contains transfer restrictions for **5% stockholders** to prevent an ownership change that could limit the use of its deferred income tax assets under IRC Section 382[167](index=167&type=chunk)[168](index=168&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2021, total revenue declined to $142.2 million, resulting in operating and net losses, driven by a $15.7 million software impairment, with a new strategic plan anticipating $6.4 million to $10.2 million in 2022 restructuring charges - Announced a new strategic business plan in February 2022 to discontinue Spok Go, which is expected to result in one-time pre-tax restructuring charges of approximately **$6.4 million to $10.2 million** in 2022[173](index=173&type=chunk)[174](index=174&type=chunk) Financial Highlights (in thousands) | (Dollars in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Total revenue | $142,153 | $148,180 | | Operating loss | $(27,718) | $(22,665) | | Net loss | $(22,180) | $(44,225) | | Impairment Charges | $15,663 | $25,007 | - Cash and cash equivalents plus short-term investments totaled **$59.6 million** at year-end 2021, with net cash provided by operating activities at **$8.0 million**[243](index=243&type=chunk)[251](index=251&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) In FY2021, total revenue decreased by $6.0 million (4.1%), driven by declines in both wireless and software revenue, leading to a $27.7 million operating loss after a $15.7 million software impairment Revenue Performance (in thousands) | Revenue Stream (in thousands) | 2021 | 2020 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Wireless revenue | $78,826 | $83,593 | $(4,767) | (5.7)% | | Software revenue | $63,327 | $64,587 | $(1,260) | (2.0)% | | **Total revenue** | **$142,153** | **$148,180** | **$(6,027)** | **(4.1)%** | - The wireless revenue attrition rate was **5.7%** in 2021, up from **5.2%** in 2020, though the attrition rate for recurring paging revenue improved to **5.1%** from **6.1%**[183](index=183&type=chunk) - Operating expenses increased primarily due to the curtailment of 2020 cost mitigation measures (e.g., reduced work schedules) and costs related to the strategic alternatives review[184](index=184&type=chunk) - A capitalized software development impairment charge of **$15.7 million** was recognized in 2021, while a goodwill impairment charge of **$25.0 million** was recognized in 2020[233](index=233&type=chunk)[234](index=234&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2021, Spok held $59.6 million in cash and investments, with net cash from operations at $8.0 million, anticipating a decrease in 2022 due to restructuring costs Cash and Investments (in thousands) | (Dollars in thousands) | Dec 31, 2021 | | :--- | :--- | | Cash and cash equivalents | $44,583 | | Short-term investments | $14,999 | | **Total Cash & Investments** | **$59,582** | Cash Flow Summary (in thousands) | Cash Flow (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $7,968 | $26,163 | | Net cash used in investing activities | $(225) | $(14,571) | | Net cash used in financing activities | $(11,753) | $(10,373) | - The company expects to use cash on hand to fund working capital, operations, investments, and capital returns, with cash expected to decrease in 2022 due to restructuring payments of **$6.4 million to $10.2 million**[245](index=245&type=chunk) [Critical Accounting Estimates](index=52&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment in revenue recognition, impairment testing for goodwill and long-lived assets, and assessing the realizability of deferred tax assets - Revenue recognition requires significant judgment in identifying performance obligations and estimating standalone selling prices (SSP) to allocate transaction prices, especially for complex software contracts[264](index=264&type=chunk)[265](index=265&type=chunk) - Goodwill and long-lived asset impairment testing involves significant judgment in estimating fair value, which led to a **$15.7 million** impairment of capitalized software in Q4 2021 related to Spok Go[270](index=270&type=chunk)[272](index=272&type=chunk)[274](index=274&type=chunk) - Assessing the realizability of deferred tax assets requires significant judgment regarding future taxable income, with the company maintaining a valuation allowance of **$24.2 million** at year-end 2021 due to cumulative losses and economic uncertainty[269](index=269&type=chunk)[240](index=240&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material exposure to market risks, including interest rate risk due to no outstanding debt, and immaterial foreign currency exchange rate risk due to limited international business - The company had no outstanding debt at December 31, 2021, and therefore has no material interest rate risk[278](index=278&type=chunk) - Exposure to foreign currency exchange rate fluctuations is considered immaterial as business outside the U.S. is limited[279](index=279&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section provides an index to the company's consolidated financial statements and supplementary data, beginning on page F-1 - This item contains the index to the Consolidated Financial Statements, which are included from page F-1 onwards[281](index=281&type=chunk)[282](index=282&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=58&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, practices, or financial statement disclosure - There are no reportable events under this item[283](index=283&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2021, a conclusion concurred with by the independent auditor - Management concluded that disclosure controls and procedures were effective as of December 31, 2021[284](index=284&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2021, an assessment audited and concurred with by Grant Thornton LLP[287](index=287&type=chunk) [Other Information](index=58&type=section&id=Item%209B.%20Other%20Information) There is no other information to report for this item - None[289](index=289&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=60&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[290](index=290&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=60&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2022 Proxy Statement - Information for this item is incorporated by reference from the company's 2022 Proxy Statement[292](index=292&type=chunk)[293](index=293&type=chunk) [Executive Compensation](index=60&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2022 Proxy Statement - Information for this item is incorporated by reference from the company's 2022 Proxy Statement[292](index=292&type=chunk)[294](index=294&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=60&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership by major shareholders and management is incorporated by reference from the company's 2022 Proxy Statement - Information for this item is incorporated by reference from the company's 2022 Proxy Statement[292](index=292&type=chunk)[294](index=294&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=60&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the company's 2022 Proxy Statement - Information for this item is incorporated by reference from the company's 2022 Proxy Statement[292](index=292&type=chunk)[295](index=295&type=chunk) [Principal Accountant Fees and Services](index=60&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information detailing fees paid to the independent registered public accounting firm is incorporated by reference from the company's 2022 Proxy Statement - Information for this item is incorporated by reference from the company's 2022 Proxy Statement[292](index=292&type=chunk)[296](index=296&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=61&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K - This item lists all financial statements, schedules, and exhibits filed with the Form 10-K[298](index=298&type=chunk) [Form 10-K Summary](index=61&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided for this report - None[300](index=300&type=chunk) Financial Statements and Notes [Consolidated Financial Statements](index=67&type=section&id=Consolidated%20Financial%20Statements) FY2021 consolidated financial statements show total assets of $248.2 million, a net loss of $22.2 million, and cash and short-term investments of $59.6 million Consolidated Balance Sheet Highlights (in thousands) | (Dollars in thousands) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$248,154** | **$277,291** | | Goodwill | $99,175 | $99,175 | | Capitalized software development, net | $0 | $10,179 | | **Total Liabilities** | **$74,463** | **$76,678** | | **Total Stockholders' Equity** | **$173,691** | **$200,613** | Consolidated Income Statement Highlights (in thousands) | (Dollars in thousands, except per share) | 2021 | 2020 | | :--- | :--- | :--- | | Total Revenue | $142,153 | $148,180 | | Net Loss | $(22,180) | $(44,225) | | Diluted Net Loss Per Share | $(1.14) | $(2.32) | [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including the February 2022 restructuring, a $15.7 million software impairment, revenue disaggregation, lease obligations, equity plans, and a $24.2 million valuation allowance against deferred tax assets - Note 3 details the subsequent event of the February 2022 restructuring, including the discontinuation of Spok Go and expected charges of **$6.4 million to $10.2 million**[392](index=392&type=chunk)[393](index=393&type=chunk) - Note 7 explains the **$15.7 million** impairment charge against capitalized software development costs in Q4 2021, which reduced the asset's carrying value to zero, triggered by unsatisfactory sales and reduced projections for Spok Go[408](index=408&type=chunk)[410](index=410&type=chunk) - Note 10 discloses a valuation allowance of **$24.2 million** against deferred tax assets as of Dec 31, 2021, due to a three-year cumulative loss history limiting the ability to project future profitability[443](index=443&type=chunk)[446](index=446&type=chunk) - Note 9 details the company's equity plans, including the authorization of a new **$10.0 million** share repurchase program in February 2022 and an increase in the quarterly dividend to **$0.3125 per share**[420](index=420&type=chunk)[421](index=421&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32358 SPOK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Title of each class Trading Symbol Name of ...

Financial Data and Key Metrics Changes - Total GAAP revenue for Q2 2021 was $35.7 million, unchanged from Q2 2020 [20] - Software revenue was $15.9 million, up more than 8% from the prior year quarter, driven by a nearly 28% increase in professional services revenue [11][21] - Operating expenses for Q2 2021 were reported at $37.6 million, up from $34.1 million in the same period a year ago [26] Business Line Data and Key Metrics Changes - Wireless subscriber units increased sharply, resulting in net pager losses declining to approximately 5,000 units, a record low of 0.6% [10] - Software maintenance revenue for Q2 2021 was $9.6 million, slightly up from $9.5 million in the corresponding year-ago period [22] - The company added 6 new customers in Q2, including 3 wireless and 3 software [13] Market Data and Key Metrics Changes - The healthcare segment comprises nearly 85% of the paging subscriber base, demonstrating stable revenue trends [10] - The company reported a software revenue backlog of $45.6 million as of June 30, down $3.2 million from the prior quarter [11] Company Strategy and Development Direction - The company aims to achieve sustainable, profitable business growth while maximizing long-term shareholder value through capital allocation strategies that include dividends and strategic investments [30] - Focus on developing the Spok Go platform, with expectations that subscription revenue will significantly exceed current maintenance revenue over time [35][37] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the size and quality of the software deals pipeline for the second half of 2021, despite challenges posed by the COVID-19 pandemic [7][18] - The company is closely monitoring market conditions and is prepared to adapt operations to align with demand levels [31] Other Important Information - The company released its first Environmental, Social and Governance (ESG) report, highlighting its commitment to sustainability and corporate responsibility [15] - The company has discontinued furloughs as of Q3 2021, reflecting a positive shift in operational strategy [28] Q&A Session Summary Question: What do the selling efforts look like for transitioning existing customers to Spok Go? - The selling efforts consist of a new business group focused on Spok Go and existing enterprise sales directors selling legacy software [34] Question: What is the expectation for maintenance revenue transitioning to Spok Go? - The expectation is that subscription revenue from Spok Go will significantly exceed current maintenance revenue over time, but it is still early in the transition process [35][37] Question: When will operational results give confidence in the company's value? - Management expressed frustration with the stock price but highlighted strong performance in the wireless business and a valuable customer base [39] Question: Can you provide an update on the integration of Spok Go with contact center solutions? - Significant progress has been made in integrating contact centers, with a focus on delivering enhanced functionality to stimulate adoption [44]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32358 SPOK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 16-1694797 (State or other jurisdiction ...

Financial Data and Key Metrics Changes - Total revenue for Q1 2021 was $36 million, down from $37.3 million in Q1 2020, with the decline attributed to expected erosion in the wireless revenue portfolio [44] - Software revenue was $15.9 million, consistent with Q1 2020, while professional services revenue was $4.4 million, slightly lower than $4.5 million in the previous year [45][46] - Adjusted operating expenses in Q1 2021 totaled $38 million, down more than 7% from $40.9 million in the prior year [52] Business Line Data and Key Metrics Changes - Wireless revenue trends remained solid, declining by only 0.9%, with an increase in average revenue per unit (ARPU) to $7.34 [50] - The company signed seven Spok Go customers and three clinical innovation partners, expanding its pipeline [14] - The wireless business and maintenance component of the legacy software business represented approximately 82% of total revenue in Q1 [51] Market Data and Key Metrics Changes - The company reported a strong brand perception among hospital CIOs and CMOs, indicating growth despite the impacts of COVID-19 [25] - The marketing campaign in Q1 included various press releases and advertising efforts, resulting in high-quality earned media [26] Company Strategy and Development Direction - The company is transitioning from a traditional communications company to an integrated clinical software business, focusing on the Spok Go platform [13] - The strategy includes minimizing customer attrition in the wireless product line and supporting the Spok Care Connect suite [65] - The company aims to maintain a strong recurring revenue source while enhancing its paging platform and user devices [69] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about customer recovery and operational improvements as the economy reopens [8][12] - The company anticipates a return to normalcy for customers, although financial impacts remain uncertain [31] - The company remains debt-free with a strong cash position of $71.6 million as of March 31, 2021 [42] Other Important Information - The company plans to end its furlough program by the end of Q2 2021, which will increase expenses by approximately $2.5 million [60] - The company has committed to a quarterly dividend of $0.125 per share while evaluating its capital allocation strategy [68] Q&A Session Summary Question: Expectations for Spok Go revenue - Management confirmed expectations of around $3 million in revenue from Spok Go this year, indicating a potential exit rate of $8 million to $10 million in annual recurring revenue [76][77] Question: Value of Spok Go investment - Management expressed confidence that the investment of $85 million in Spok Go will yield a good rate of return, with the CEO indicating personal investment in the company's stock [78]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exact name of registrant as specified in its charter) Delaware 16-1694797 (State or other jurisdiction of incorporation or organization) For the quarterly period ended March 31, 2021 (I.R.S. Employer Identification No.) or 5911 Kingstown Village Pkwy, 6th Floor ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securiti ...