spok-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-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, 2025


☐			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 of incorporation or organization)						(I.R.S. Employer Identification No.)

3000 Technology Drive

Suite 400

Plano

Texas

75074

(Address of principal executive offices)

(Zip Code)

(800) 611-8488

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		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.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

20,590,924 shares of the registrant’s common stock (par value $0.0001 per share) were outstanding as of July 25, 2025.

SPOK HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX


			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	2
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	3
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	4
		Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)	7
		Unaudited Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
	Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 5.	Other Information	27
	Item 6.	Exhibits	27
Signatures

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands)	June 30, 2025		December 31, 2024
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	20,242	$	29,145

Accounts receivable, net	25,819		21,950
Prepaid expenses	9,620		9,362
Other current assets	794		840
Total current assets	56,475		61,297
Non-current assets:
Property and equipment, net	6,083		5,952
Operating lease right-of-use assets	7,317		8,249
Goodwill	99,175		99,175

Deferred income tax assets, net	39,088		41,686
Other non-current assets	532		744
Total non-current assets	152,195		155,806
Total assets	$	208,670	$	217,103

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,836	$	5,630
Accrued compensation and benefits	5,877		7,363
Deferred revenue	28,541		28,366
Operating lease liabilities	2,779		2,904
Other current liabilities	4,411		4,511
Total current liabilities	45,444		48,774
Non-current liabilities:
Asset retirement obligations	5,760		5,945
Operating lease liabilities	5,056		5,869
Other non-current liabilities	1,474		1,769
Total non-current liabilities	12,290		13,583
Total liabilities	57,734		62,357
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock	$	—	$	—
Common stock	2		2
Additional paid-in capital	105,528		105,736
Accumulated other comprehensive loss	(1,762)		(1,784)
Retained earnings	47,168		50,792
Total stockholders’ equity	150,936		154,746
Total liabilities and stockholders' equity	$	208,670	$	217,103

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Unaudited and in thousands except share and per share amounts)	2025		2024		2025		2024

Revenue:
Wireless revenue	$	18,440	$	18,297	$	36,914	$	36,892
Software revenue	17,246		15,685		35,066		31,999
Total revenue	35,686		33,982		71,980		68,891
Operating expenses:
Cost of revenue (exclusive of items shown separately below)	7,331		7,163		14,543		14,302
Research and development	3,024		3,176		6,079		6,127
Technology operations	5,895		6,181		11,745		12,480
Selling and marketing	4,267		3,506		9,112		7,655
General and administrative	8,903		8,067		17,301		16,051
Depreciation and accretion	854		1,067		1,713		2,135
Severance and restructuring	20		348		77		776

Total operating expenses	30,294		29,508		60,570		59,526
Operating income	5,392		4,474		11,410		9,365
Interest income	256		391		475		645
Other income (expense)	734		(14)		756		(16)
Income before income taxes	6,382		4,851		12,641		9,994
Provision for income taxes	(1,830)		(1,426)		(2,893)		(2,333)
Net income	$	4,552	$	3,425	$	9,748	$	7,661
Basic net income per common share	$	0.22	$	0.17	$	0.48	$	0.38
Diluted net income per common share	$	0.22	$	0.17	$	0.47	$	0.37
Basic weighted average common shares outstanding	20,580,044		20,252,452		20,510,561		20,211,500
Diluted weighted average common shares outstanding	20,750,971		20,473,751		20,746,786		20,500,335
Cash dividends declared per common share	$	0.3125	$	0.3125	$	0.6250	$	0.6250

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Unaudited and in thousands)	2025		2024		2025		2024

Net income	$	4,552	$	3,425	$	9,748	$	7,661
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	12		(48)		22		(6)
Other comprehensive income (loss)	12		(48)		22		(6)
Comprehensive income	$	4,564	$	3,377	$	9,770	$	7,655

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


(Unaudited and in thousands except share amounts)	Outstanding Common Shares	Common Stock		Additional Paid-In Capital & Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity

Balance at January 1, 2024	19,992,102	$	2	$	101,172	$	62,597	$	163,771
Net income	—	—		—		4,236		4,236
Issuance of restricted stock under the Equity Plan	396,771	—		—		—		—
Purchase of common stock for tax withholding	(151,026)	—		(2,428)		—		(2,428)
Amortization of stock-based compensation	—	—		1,148		—		1,148
Cash dividends declared	—	—		—		(6,600)		(6,600)
Cumulative translation adjustment	—	—		42		—		42
Balance at March 31, 2024	20,237,847	$	2	$	99,934	$	60,233	$	160,169
Net income	—	—		—		3,425		3,425

Amortization of stock-based compensation	—	—		1,159		—		1,159
Cash dividends declared	—	—		—		(6,624)		(6,624)

Issuance of restricted stock under the Equity Plan	17,768	—		131		—		131
Cumulative translation adjustment	—	—		(48)		—		(48)
Balance at June 30, 2024	20,255,615	$	2	$	101,176	$	57,034	$	158,212


(Unaudited and in thousands except share amounts)	Outstanding Common Shares	Common Stock		Additional Paid-In Capital & Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity

Balance at January 1, 2025	20,284,177	$	2	$	103,952	$	50,792	$	154,746
Net income	—	—		—		5,196		5,196
Issuance of restricted stock under the Equity Plan	453,081	—		—		—		—
Purchase of common stock for tax withholding	(172,567)	—		(2,843)		—		(2,843)
Amortization of stock-based compensation	—	—		1,270		—		1,270
Cash dividends declared	—	—		—		(6,641)		(6,641)
Cumulative translation adjustment	—	—		10		—		10
Balance at March 31, 2025	20,564,691	$	2	$	102,389	$	49,347	$	151,738
Net income	—	—		—		4,552		4,552
Issuance of restricted stock under the Equity Plan	7,605	—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	11,558	—		142		—		142
Amortization of stock-based compensation	—	—		1,223		—		1,223
Cash dividends declared	—	—		—		(6,731)		(6,731)

Cumulative translation adjustment	—	—		12		—		12
Balance at June 30, 2025	20,583,854	$	2	$	103,766	$	47,168	$	150,936

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
(Unaudited and in thousands)	2025		2024

Operating activities:
Net income	$	9,748	$	7,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and accretion	1,713		2,135


Deferred income tax expense	2,615		2,313
Stock-based compensation	2,493		2,307
Gain on sale of domain name	(701)		—
Provisions for credit losses, service credits and other	539		262
Changes in assets and liabilities:
Accounts receivable	(4,415)		223
Prepaid expenses and other assets	(18)		(1,232)
Net operating lease liabilities	(6)		(11)
Accounts payable and other liabilities	(3,201)		(3,046)
Deferred revenue	523		(1,192)
Net cash provided by operating activities	9,290		9,420
Investing activities:
Purchases of property and equipment	(1,791)		(1,516)



Proceeds from sale of domain name	701		—
Net cash used in investing activities	(1,090)		(1,516)
Financing activities:
Cash distributions to stockholders	(14,424)		(13,715)

Proceeds from issuance of common stock under the Employee Stock Purchase Plan	142		131
Purchase of common stock for tax withholding on vested equity awards	(2,843)		(2,428)
Net cash used in financing activities	(17,125)		(16,012)
Effect of exchange rate on cash and cash equivalents	22		(6)
Net decrease in cash and cash equivalents	(8,903)		(8,114)
Cash and cash equivalents, beginning of period	29,145		31,989
Cash and cash equivalents, end of period	$	20,242	$	23,875
Supplemental disclosure:
Income taxes paid	$	114	$	241

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Spok Holdings, Inc. (NASDAQ: SPOK) ("Spok," "we," "our" or the "Company"), through its wholly owned subsidiary Spok, Inc., is proud to be the 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 products and services to enhance workflows for clinicians, support administrative compliance, and provide a better experience for patients.

We provide one-way and advanced two-way wireless messaging services, including information services, throughout the United States. These services are offered on a local, regional and nationwide basis, employing digital networks. One-way messaging consists of numeric and alphanumeric messaging services. Numeric messaging services enable subscribers to receive messages that are composed entirely of numbers, such as a phone number, while alphanumeric messages may include numbers and letters, which enable subscribers to receive text messages. Two-way messaging services enable subscribers to send and receive messages to and from other wireless messaging devices, including pagers, personal digital assistants and personal computers. We also offer voice mail, personalized greetings, message storage and retrieval, equipment, maintenance plans and/or equipment loss protection to both one-way and two-way messaging subscribers. These services are commonly referred to as wireless messaging and information services.

We also develop, sell and support enterprise-wide systems for hospitals and other organizations needing to automate, centralize and standardize clinical communications. These solutions are used for contact centers, clinical alerting and notification, mobile communications and messaging and for public safety notifications. These areas of market focus complement the market focus of our wireless services outlined above.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management's opinion, the unaudited Condensed Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all interim periods reported herein and all such adjustments are of a normal, recurring nature.

Amounts shown in the Condensed Consolidated Statements of Operations within the operating expense categories include cost of revenue exclusive of: research and development, technology operations, selling and marketing, general and administrative, severance and restructuring and depreciation and accretion. These items are shown separately to the extent that they are considered material for the periods presented.

The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2024, is unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from, but does not include all, the disclosures contained in the audited Consolidated Financial Statements as of and for the year ended December 31, 2024.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). The Condensed Consolidated Statements of Operations for the interim periods presented are not necessarily indicative of the results that may be expected for a full year.

Use of Estimates

The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets, goodwill, accounts receivable allowances, revenue recognition, depreciation and accretion expense, asset retirement obligations and income taxes. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 2 - RISKS AND OTHER IMPORTANT FACTORS

See “Item 1A. Risk Factors” of Part II of this Quarterly Report on Form 10-Q (“Quarterly Report”) and "Item 1A. Risk Factors" of Part I of the 2024 Annual Report, which describe key risks associated with our operations and industry.

NOTE 3 - RECENT ACCOUNTING STANDARDS

Recently issued accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and the income taxes paid. The update is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements. This update is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact the update will have on our Consolidated Financial Statement disclosures.

NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are detailed in Note 1, “Organization and Significant Accounting Policies” of the 2024 Annual Report.

NOTE 5 - REVENUE, DEFERRED REVENUE AND PREPAID COMMISSIONS

Wireless Revenue

Wireless revenue consists of two primary components: paging revenue and product and other revenue. Paging revenue consists primarily of recurring fees associated with the provision of messaging services and fees for paging devices and is net of a provision for service credits. Product and other revenue reflects system sales, sales of paging devices and charges for devices that are not returned and are net of anticipated credits. Our core offering includes subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semiannual, or annual) service fee. This is generally based upon the type of service provided, the geographic area covered, the number of devices provided to the customer and the period of commitment. A subscriber to one-way messaging services may select coverage on a local, regional or nationwide basis to best meet their messaging needs. Two-way messaging is generally offered on a nationwide basis. See "Item 1. Business,” in the 2024 Annual Report for more details.

Software Revenue

Software revenue consists primarily of license revenues, including revenues from our perpetual and term software license arrangements, revenue from the sale of hardware that facilitates the use of our software solutions, professional services revenue related to the implementation of our solutions, and maintenance and subscription revenue that is generated from the ongoing support of our perpetual and term software license arrangements, typically contracted for a period of between one and three years.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our software licenses and hardware are generally recognized at a point in time when we have transferred control to the customer. For software licenses, revenue is not recognized until the related license(s) has been made available to the customer and the customer can begin to benefit from its right to use the license(s). Our software licenses represent a right to use Spok’s intellectual property ("IP") as it exists at a point in time at which the license is granted. Many of our software licenses have significant standalone functionality due to their ability to process a transaction or perform a function or task, and we do not need to maintain those products, once provided to the customer, for value to exist. While the functionality of the IP that we license may substantively change during the license period, customers are not contractually or practically required to update their license as a result of those changes.

Our wireless, professional services, and maintenance and subscription services are generally recognized over time due to a customer's simultaneous receipt and consumption of the benefit as we perform the work. As we transfer control over time, we recognize revenue based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires significant judgment and is based on the nature of the products or services to be provided. Generally, we use the time-elapsed measure of progress for performance obligations that include wireless, maintenance and subscription, and professional services - managed services. We believe this method best depicts the simultaneous transfer and consumption of the benefit based on our performance as these services are generally considered standby services. For professional services - projects, we leverage an input methodology based on the number of hours worked on a project versus the total expected hours necessary to complete the project. Revenues are recognized proportionally as hours are incurred.

The following table presents our revenues disaggregated by revenue type:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024

Revenue:
Paging revenue	$	17,192	$	17,633	$	34,799	$	35,603
Product and other revenue	1,248		664		2,115		1,289
Wireless revenue	$	18,440	$	18,297	$	36,914	$	36,892

License	$	2,394	$	1,697	$	5,025	$	4,323
Professional services - projects	3,831		3,682		8,302		7,243
Professional services - managed services	1,520		604		2,835		1,068
Hardware	376		334		697		718


Maintenance and subscription	9,125		9,368		18,207		18,647
Software revenue	$	17,246	$	15,685	$	35,066	$	31,999
Total revenue	$	35,686	$	33,982	$	71,980	$	68,891

The Company is currently structured as a single operating (and reportable) segment, a clinical communication and collaboration business. Sales are assigned to subsidiaries based on the geographic location of the customer at the signing of a contract. The United States was the only country that accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2025, and 2024. Revenue generated in the United States and internationally consisted of the following for the periods stated:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024

United States	$	35,104	$	33,302	$	70,667	$	67,444
International	582		680		1,313		1,447
Total revenue	$	35,686	$	33,982	$	71,980	$	68,891

Deferred Revenue

Our deferred revenue represents payments made by, or due from, customers in advance of our performance. Deferred revenue that is expected to be recognized as revenue during the next 12-month period is recorded in deferred revenue, and the remaining portion is recorded within other non-current liabilities in the Condensed Consolidated Balance Sheets.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Changes in the balance of total deferred revenue during the six months ended June 30, 2025, are as follows:


(Dollars in thousands)	December 31, 2024		Additions		Revenue Recognized		June 30, 2025

Deferred Revenue	$	28,939	$	35,527	$	(35,004)	$	29,462

During the six months ended June 30, 2025, the Company recognized $18.9 million related to amounts deferred as of December 31, 2024.

Prepaid Commissions

Our prepaid commissions represent payments made to employees in advance of our performance on the related underlying contracts. These costs have been incurred directly in relation to obtaining a contract. As such, these costs are amortized over the estimated period of benefit. Changes in the balance of total prepaid commissions during the six months ended June 30, 2025 are as follows:


(Dollars in thousands)	December 31, 2024		Additions		Commissions Recognized		June 30, 2025

Prepaid Commissions	$	3,322	$	2,407	$	(1,935)	$	3,794

Prepaid commissions are included within prepaid expenses in the Condensed Consolidated Balance Sheets and commissions expense is included within selling and marketing in the Condensed Consolidated Statements of Operations.

Remaining Performance Obligations

The balance of consideration allocated to remaining performance obligations at June 30, 2025 was $65.2 million, which excludes $10.1 million of additional transaction value that was deemed cancellable by the customer without significant penalty. We expect to recognize approximately $38.1 million of our remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter.

NOTE 6 - LEASES

We have operating lease arrangements for corporate offices, cellular towers, storage units and small building spaces. The building space is used to house infrastructure, such as transmitters, antennae and other various equipment for the Company’s wireless paging services. For leases with a term of 12 months or less, renewal terms are generally of an evergreen nature (either month-to-month or year-to-year). For leases with a term greater than 12 months, renewal terms are generally explicit and provide for one to five optional renewals consistent with the initial term. Many of our leases, with the exception of those for our corporate offices, include options to terminate the lease within one year. Variable lease payments, residual value guarantees or purchase options are not generally present in these leases.

Lease costs are included in technology operations and general and administrative expenses in the Condensed Consolidated Statements of Operations. The following table presents lease costs disaggregated by type:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024

Operating lease cost	$	738	$	1,015	$	1,502	$	2,050
Short-term lease cost	1,918		2,449		3,933		4,901
Total lease cost	$	2,656	$	3,464	$	5,435	$	6,951

The following table presents supplemental cash flow information:


	For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024


Cash paid for amounts included in the measurement of lease liabilities - operating leases	$	1,508	$	2,416
Right-of-use assets obtained in exchange for lease obligations	$	300	$	755

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the weighted average remaining lease term and discount rate:


(Dollars in thousands)	June 30, 2025	December 31, 2024

Weighted average remaining lease term - operating leases (in years)	4.00	4.30
Weighted average discount rate - operating leases	6.67%	6.56%

Maturities of lease liabilities as of June 30, 2025, were as follows:


For the Year Ending December 31,	(Dollars in thousands)

2025 (remaining six months)	$	1,454
2026	2,554
2027	1,950
2028	1,359
2029	521
Thereafter	1,010
Total future lease payments	8,848
Imputed interest	(1,013)
Total	$	7,835

NOTE 7 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS' COMPONENTS

Depreciation and Accretion

Depreciation and accretion expenses consisted of the following for the periods stated:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024

Depreciation
Leasehold improvements	$	25	$	39	$	52	$	75
Asset retirement costs	23		(104)		46		(208)
Paging and computer equipment	718		877		1,441		1,778
Furniture, fixtures and vehicles	65		80		129		141
Total depreciation	831		892		1,668		1,786




Accretion	23		175		45		349
Total depreciation and accretion expense	$	854	$	1,067	$	1,713	$	2,135

Other Income (Expense)

For the three and six months ended June 30, 2025, the Company recognized total Other income (expense) of $0.7 million and $0.8 million respectively, compared to negligible amounts in the same periods in 2024. The other income primarily includes gain of $0.7 million from the sale of a domain name.

Accounts Receivable, Net

Accounts receivable was recorded net of an allowance of $0.8 million at June 30, 2025, and $1.0 million at December 31, 2024. Accounts receivable, net includes $6.6 million and $6.4 million of unbilled receivables at June 30, 2025, and December 31, 2024, respectively. Unbilled receivables are defined as the Company's right to consideration in exchange for goods or services that we have transferred to the customer but have not yet billed for, generally as a result of contractual billing terms.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and Equipment, Net

Property and equipment, net consisted of the following as of the dates stated:


(Dollars in thousands)	Useful Life (In Years)	June 30, 2025		December 31, 2024

Leasehold improvements	lease term	$	2,564	$	2,430
Asset retirement costs	1-15	4,864		4,864
Paging and computer equipment	1-5	82,526		83,895
Furniture, fixtures and vehicles	3-5	2,565		2,570
Total property and equipment		92,519		93,759
Accumulated depreciation		(86,436)		(87,807)
Total property and equipment, net		$	6,083	$	5,952

NOTE 8 - GOODWILL

During the three months ended June 30, 2025, we performed a qualitative assessment of goodwill and determined that a triggering event had not occurred. While an impairment assessment is performed annually in the fourth quarter, the Company monitors its business environment for potential triggering events on a quarterly basis. There is potential for further impairment charges being recognized in future periods based on these ongoing assessments.

NOTE 9 - ASSET RETIREMENT OBLIGATIONS

The components of the changes in the asset retirement obligation liabilities were:


(Dollars in thousands)	Short-Term Portion		Long-Term Portion		Total

Balance as of December 31, 2024	$	549	$	5,945	$	6,494
Accretion	(296)		341		45
Amounts paid	(208)		—		(208)

Reclassifications	526		(526)		—
Balance as of June 30, 2025	$	571	$	5,760	$	6,331

The short-term portion of the balance above is included within other current liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024.

The cost associated with the estimated removal costs and timing refinements due to ongoing network rationalization activities is expected to accrete to a total liability of $12.6 million. The total estimated liability is based on the transmitter locations remaining after we have consolidated the number of networks we operate and assuming the underlying leases continue to be renewed to that future date. Accretion expense related solely to asset retirement obligations and was recorded based on the interest method.

NOTE 10 - STOCKHOLDERS' EQUITY

General

Our authorized capital stock consists of 75 million shares of common stock, par value $0.0001 per share, and 25 million shares of preferred stock, par value $0.0001 per share.

At June 30, 2025, and December 31, 2024, we had no stock options outstanding.

At June 30, 2025, and December 31, 2024, there were 20,583,854 and 20,284,177 shares of common stock outstanding, respectively, and no shares of preferred stock were outstanding.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Dividends

Cash distributions to stockholders, as disclosed in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025, and 2024, include previously declared cash dividends on shares of vested restricted common stock ("restricted stock") issued to our non-executive directors and dividends related to vested restricted stock units ("RSUs") issued to eligible employees. Cash dividends on restricted stock and RSUs have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited. The following table details our cash dividends declared and paid in 2025 through the date hereof:


					(Dollars in thousands)
Declaration Date	Record Date	Payment Date	Per Share Amount		Total Declared(1)

February 26, 2025	March 14, 2025	March 31, 2025	$	0.3125	$	6,641
April 30, 2025	May 23, 2025	June 24, 2025	0.3125		6,731


Total			$	0.6250	$	13,372

(1) The total declared reflects the cash dividends declared in relation to common stock, deferred stock units ("DSUs"), unvested restricted stock and unvested RSUs.

On July 30, 2025, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of August 19, 2025 and a payment date of September 9, 2025. Cash dividends related to common stock of approximately $6.4 million will be paid from available cash on hand.

Common Stock Repurchase Program

On February 16, 2022, our Board of Directors authorized a share repurchase program for up to $10 million of the Company’s common stock. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, legal requirements and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. For the six months ended June 30, 2025, the Company did not repurchase any shares of common stock.

Net Income per Common Share

Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares, including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the “treasury stock” method.

The components of basic and diluted net income per common share were as follows for the periods stated:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except for share and per share amounts)	2025		2024		2025		2024

Numerator:
Net income	$	4,552	$	3,425	$	9,748	$	7,661

Denominator:
Basic weighted average common shares outstanding	20,580,044		20,252,452		20,510,561		20,211,500
Diluted weighted average common shares outstanding	20,750,971		20,473,751		20,746,786		20,500,335
Basic net income per common share	$	0.22	$	0.17	$	0.48	$	0.38
Diluted net income per common share	$	0.22	$	0.17	$	0.47	$	0.37

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation Plans

On April 10, 2023, our Board of Directors adopted an amendment and restatement of the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the "2020 Equity Plan") to increase the number of shares available for issuance by 1,000,000 shares that our stockholders subsequently approved on July 25, 2023. At July 25, 2023, a total of 1,268,444 shares of common stock had been reserved for issuance under the 2020 Equity Plan.

Awards under the 2020 Equity Plan may be in the form of stock options, restricted common stock, RSUs, performance awards, dividend equivalents, stock payment awards, deferred stock, DSUs, stock appreciation rights or other stock or cash-based awards.

Restricted stock awards generally vest one year from the date of grant. Related dividends accumulate during the vesting period and are paid at the time of vesting.

Contingent RSUs generally vest over a three-year performance period upon successful completion of the performance objectives. Non-contingent RSUs generally vest in thirds, annually, over a three-year period. Dividend equivalent rights generally accompany each RSU award, and those rights accumulate and vest along with the underlying RSU.

Dividend equivalent rights generally accompany each DSU award and are paid to participants in cash on the Company's applicable dividend payment date whether the DSU is vested or unvested. The dividend equivalent right associated with a DSU continues until delivery of the underlying shares of common stock is made.

Payment of the underlying shares of common stock occurs at the earliest of a participant's separation from service, disability, death, or a change in control.

The following table summarizes the activities under the 2020 Equity Plan from January 1, 2025, through June 30, 2025:


			Activity

Total equity securities available at January 1, 2025			962,044

RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures			(354,820)
Total equity securities available at June 30, 2025			607,224

The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the 2020 Equity Plan for the six months ended June 30, 2025:


	Shares	Weighted Average Grant Date Fair Value per Share

Unvested at January 1, 2025	928,522	$	10.81
Granted	365,430	14.95
Vested	(461,200)	9.61
Forfeited	(10,610)	13.21
Unvested at June 30, 2025	822,142	$	13.29

Of the 822,142 unvested RSUs, DSUs and restricted stock outstanding at June 30, 2025, 428,250 RSUs include contingent performance requirements for vesting purposes. At June 30, 2025, there was $5.7 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.7 years.

Employee Stock Purchase Plan

In 2016, our Board of Directors adopted the Spok Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") that our stockholders subsequently approved on July 25, 2016. A total of 250,000 shares of common stock were reserved for issuance under this plan.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ESPP allows employees to purchase shares of common stock at a discounted rate, subject to plan limitations. Under the ESPP, eligible participants can voluntarily elect to have contributions withheld from their pay for the duration of an offering period, subject to the ESPP limits. At the end of an offering period, contributions will be used to purchase the Company's common stock at a discount to the market price based on the first or last day of the offering period, whichever is lower.

Participants are required to hold common stock for a minimum period of two years from the grant date. Participants will begin earning dividends on shares after the purchase date. Each offering period will generally last for no longer than six months. Once an offering period begins, participants cannot adjust their withholding amount. If a participant chooses to withdraw, any previously withheld funds will be returned to the participant, with no stock purchased, and that participant will be eligible to participate in the ESPP during the next offering period. If the participant terminates employment with the Company during the offering period, all contributions will be returned to the employee and no stock will be purchased.

The Company uses the Black-Scholes model to calculate the fair value of the common stock to be purchased during each offering period on the offer date. The Black-Scholes model requires the use of estimates for the expected term, the expected volatility of the underlying common stock over the expected term, the risk-free interest rate and the expected dividend payment.

For the six months ended June 30, 2025, 11,558 shares of the Company's stock were purchased, compared to 9,933 shares purchased during the same period in 2024. The following table summarizes the activities under the ESPP from January 1, 2025 through June 30, 2025:


			Activity

Total ESPP equity securities available at January 1, 2025			88,007
ESPP common stock purchased by eligible employees			(11,558)
Total ESPP equity securities available at June 30, 2025			76,449

Amounts withheld from participants will be classified as accrued compensation and benefits in the Condensed Consolidated Balance Sheets until funds are used to purchase shares. This liability amount is immaterial to the Condensed Consolidated Financial Statements.

Stock-Based Compensation Expense

We record all stock-based compensation, which consist of RSUs, DSUs, restricted stock, equity in lieu of salary, and the option to purchase common stock under the ESPP, at fair value as of the grant date. Stock-based compensation expense is recognized based on a straight-line amortization basis over the respective service period. Forfeitures and withdrawals are accounted for as incurred.

The following table reflects the items for stock-based compensation expense in the Condensed Consolidated Statements of Operations for the periods stated:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2025		2024		2025		2024

Performance-based RSUs	$	457	$	458	$	946	$	919
Time-based RSUs, DSUs and restricted stock	742		679		1,498		1,346
ESPP	24		22		49		42
Total stock-based compensation	$	1,223	$	1,159	$	2,493	$	2,307

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 11 - INCOME TAXES

Spok files a consolidated United States federal income tax return and income tax returns in various state, local and foreign jurisdictions as required.

Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in how we do business, changes in our stock price, foreign currency gains (losses), tax law developments (including changes in statutes, regulations, case law, and administrative practices), and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.

For 2025, the anticipated effective income tax rate is expected to continue to differ from the federal statutory rate of 21%, primarily due to the effect of state income taxes, permanent differences between book and taxable income, and certain discrete items.

We had total net deferred income tax assets ("DTAs") of $39.1 million and $41.7 million as of June 30, 2025, and December 31, 2024, respectively. We had a valuation allowance of $1.8 million and $2.3 million as of June 30, 2025, and December 31, 2024, respectively.

We assess the recoverability of our deferred income tax assets, which represent the tax benefits of future tax deductions, based on available positive and negative evidence and by considering the adequacy of future taxable income from all sources, including prudent and feasible tax planning strategies. This assessment is required to determine whether, based on all available evidence, it is "more likely than not" (meaning a probability of greater than 50%) that all or some portion of the deferred income tax assets will be realized in future periods. During the fourth quarter of each year, we update our multi-year forecast of taxable income for our operations, which assists in analyzing the recoverability of our DTAs.

The Company maintains a valuation allowance related to federal foreign tax credits and certain state net operating losses and state tax credits, as the Company does not believe current projections of future taxable income will be sufficient to utilize those tax assets and credits prior to expiration.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes. We are in the process of evaluating the impact of OBBBA on our Consolidated Financial Statement disclosures.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

There have been no material changes during the six months ended June 30, 2025, to the commitments and contingencies previously reported in the 2024 Annual Report.

NOTE 13 - RELATED PARTIES

A member of our Board of Directors serves as EVP and Chief Information Officer for an entity that is also a customer of the Company. For the three months ended June 30, 2025 and 2024, we recognized revenues of $0.8 million and $0.4 million, respectively, related to the contracts from the entity at which the individual is employed. For the six months ended June 30, 2025 and 2024, we recognized revenues of $1.2 million and $0.8 million, respectively, related to contracts from the entity at which the individual is employed. We had $0.5 million and negligible amounts of outstanding receivables related to these contracts included in accounts receivable, net on the Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, respectively. The outstanding receivables were settled in July 2025.

SPOK HOLDINGS, INC.

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 14 - SEGMENT INFORMATION

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a public entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. We identify our business as a single segment, clinical communications and collaboration solutions, which includes operating revenues from our wireless and software solutions.

The accounting policies of the clinical communications and collaboration solutions segment is the same as those described in the summary of significant accounting policies disclosed in Note 1, “Organization and Significant Accounting Policies” of the 2024 Annual Report. The CODM evaluates the performance of the clinical communications and collaboration segment based on net income that is also reported on the Condensed Consolidated Statements of Operations as consolidated net income.

Significant expenses within net income include cost of revenue, research and development, technology operations, selling and marketing, and general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income include interest and other income (expense) and provision for income taxes on the Condensed Consolidated Statements of Operations.

The measurement of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets. Depreciation and accretion details are tabulated in Note 7, "Condensed Consolidated Financial Statements' Components." An immaterial amount of long-lived assets were held outside of the United States as of June 30, 2025 and 2024.

The principal category we use to disaggregate revenues is the nature of our products and services, as presented in Note 5, "Revenue, Deferred Revenue and Prepaid Commissions." All our revenues are derived from external customers. The table summarizing the disaggregation of the revenue by geography is disclosed in Note 5, "Revenue, Deferred Revenue and Prepaid Commissions."

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements and information relating to Spok Holdings, Inc. and its subsidiaries (collectively, “we,” "us," “Spok,” “our” or the “Company”) that set forth anticipated results based on management’s current plans, known trends and assumptions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “target,” “forecast” and similar expressions, as they relate to Spok are forward-looking statements.

Although these statements are based upon current plans, known trends and assumptions that management considers reasonable, they are subject to certain risks, uncertainties and assumptions, including, but not limited to, those discussed in this section and "Risk Factors" below and under the captions “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report"). Should known or unknown risks or uncertainties materialize, known trends change, or underlying assumptions prove inaccurate, actual results or outcomes may differ materially from past results and those described herein as anticipated, believed, estimated, expected, intended, targeted or forecasted. Investors are cautioned not to place undue reliance on these forward-looking statements.

The Company undertakes no obligation to update forward-looking statements. Investors are advised to consult all further disclosures the Company makes in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it will file with the SEC. Also note that, in the 2024 Annual Report, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect Spok's business, statement of operations or financial condition, subsequent to the filing of this Quarterly Report.

Overview

The following MD&A is intended to help the reader understand the results of operations and financial condition of Spok. This MD&A is provided as a supplement to, and should be read in conjunction with, our 2024 Annual Report and our unaudited Condensed Consolidated Financial Statements and accompanying notes. A reference to a “Note” in this section refers to the accompanying Unaudited Notes to Condensed Consolidated Financial Statements.

Spok, acting through its indirect wholly owned operating subsidiary, Spok, Inc., delivers smart, reliable clinical communication and collaboration solutions to organizations, primarily in the United States healthcare industry, to help protect the health, well-being and safety of individuals. Organizations rely on Spok for workflow improvement, secure messaging, paging services, contact center optimization and public safety response.

Business

See Note 1, "Organization and Significant Accounting Policies" in Item 1 of Part I of this Quarterly Report and Item 1. "Business" of Part I of the 2024 Annual Report, which describe our business in further detail.

Results of Operations

The following table is a summary of our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2025 and 2024:


	For the Three Months Ended June 30,				Change				For the Six Months Ended June 30,				Change
(Dollars in thousands)	2025		2024		Total		%		2025		2024		Total		%

Revenue:
Wireless revenue	$	18,440	$	18,297	$	143	0.8	%	$	36,914	$	36,892	$	22	0.1	%
Software revenue	17,246		15,685		1,561		10.0	%	35,066		31,999		3,067		9.6	%
Total revenue	35,686		33,982		1,704		5.0	%	71,980		68,891		3,089		4.5	%
Operating expenses:
Cost of revenue (exclusive of items shown separately below)	7,331		7,163		168		2.3	%	14,543		14,302		241		1.7	%
Research and development	3,024		3,176		(152)		(4.8)	%	6,079		6,127		(48)		(0.8)	%
Technology operations	5,895		6,181		(286)		(4.6)	%	11,745		12,480		(735)		(5.9)	%
Selling and marketing	4,267		3,506		761		21.7	%	9,112		7,655		1,457		19.0	%
General and administrative	8,903		8,067		836		10.4	%	17,301		16,051		1,250		7.8	%
Depreciation and accretion	854		1,067		(213)		(20.0)	%	1,713		2,135		(422)		(19.8)	%
Severance and restructuring	20		348		(328)		(94.3)	%	77		776		(699)		(90.1)	%

Total operating expenses	30,294		29,508		786		2.7	%	60,570		59,526		1,044		1.8	%
Operating income	5,392		4,474		918		20.5	%	11,410		9,365		2,045		21.8	%
Interest income	256		391		(135)		(34.5)	%	475		645		(170)		(26.4)	%
Other income (expense)	734		(14)		748		(5,342.9)	%	756		(16)		772		(4,825.0)	%
Income before income taxes	6,382		4,851		1,531		31.6	%	12,641		9,994		2,647		26.5	%
Provision for income taxes	(1,830)		(1,426)		(404)		28.3	%	(2,893)		(2,333)		(560)		24.0	%
Net income	$	4,552	$	3,425	$	1,127	32.9	%	$	9,748	$	7,661	$	2,087	27.2	%

Supplemental Information
Full-Time Equivalent ("FTE") Employees	419		398		21		5.3	%
Active transmitters	2,925		3,101		(176)		(5.7)	%

Revenue

We offer a focused suite of unified clinical communications and collaboration solutions that include call center applications, clinical alerting and notifications, one-way and advanced two-way wireless messaging services, mobile communications and public safety solutions.

We develop, sell and support enterprise-wide systems for healthcare, government, large enterprise and other organizations needing to automate, centralize and standardize their approach to clinical and critical communications and collaboration. Our solutions can be found in prominent hospitals, large government agencies, leading public safety institutions, colleges and universities, large hotels, resorts and casinos, and well-known manufacturers. Our primary market is the healthcare provider industry, particularly hospitals. While we have historically identified hospitals with 200 or

more beds as the primary targets for our software solutions, as well as our paging services, we have expanded our focus to include smaller hospitals with shorter sales cycles, including academic medical centers.

Revenue generated by wireless messaging services (including voice mail, personalized greetings, message storage and retrieval, equipment, maintenance plans and/or equipment loss protection for both one-way and two-way messaging subscribers) is presented as wireless revenue in our Condensed Consolidated Statements of Operations. Revenue generated by the sale of our software solutions, which includes software license, professional services (installation, consulting and training), equipment procured by us from third parties (to be used in conjunction with our software), and post-contract support (ongoing maintenance), is presented as software revenue in our Condensed Consolidated Statements of Operations. Our software is licensed to end users under an industry standard software license agreement.

Refer to Note 5, "Revenue, Deferred Revenue and Prepaid Commissions" in the Notes to Condensed Consolidated Financial Statements for additional information on our wireless and software revenue streams.

The table below details revenue for the periods stated:


	For the Three Months Ended June 30,				Change				For the Six Months Ended June 30,				Change
(Dollars in thousands)	2025		2024		Total		%		2025		2024		Total		%

Revenue - wireless:
Paging revenue	$	17,192	$	17,633	$	(441)	(2.5)	%	$	34,799	$	35,603	$	(804)	(2.3)	%
Product and other revenue	1,248		664		584		88.0	%	2,115		1,289		826		64.1	%
Total wireless revenue	18,440		18,297		143		0.8	%	36,914		36,892		22		0.1	%

Revenue - software:
License	2,394		1,697		697		41.1	%	5,025		4,323		702		16.2	%
Professional services - projects	3,831		3,682		149		4.0	%	8,302		7,243		1,059		14.6	%
Professional services - managed services	1,520		604		916		151.7	%	2,835		1,068		1,767		165.4	%
Hardware	376		334		42		12.6	%	697		718		(21)		(2.9)	%


Maintenance and subscription	9,125		9,368		(243)		(2.6)	%	18,207		18,647		(440)		(2.4)	%
Total software revenue	17,246		15,685		1,561		10.0	%	35,066		31,999		3,067		9.6	%
Total revenue	$	35,686	$	33,982	$	1,704	5.0	%	$	71,980	$	68,891	$	3,089	4.5	%

Wireless Revenue

Wireless revenue is generally reflective of the number of units in service and measured monthly as Average Revenue Per User ("ARPU"). On a consolidated basis, ARPU is affected by several factors, including the mix of units in service and the pricing of the various components of our services. The number of units in service changes based on subscribers added, referred to as gross placements, less subscriber cancellations, or disconnects.

Wireless revenue increased during the three and six months ended June 30, 2025, compared to the same periods in 2024, due to an increase in product and other revenue. Product and other revenue includes one-time fees for customers that cancel our services and do not return their equipment within the allotted time-frame, as contractually required. We implemented a price increase on these fees in early 2025, and we expect this will continue to benefit wireless revenue for the remainder of 2025, as compared to 2024. The increases in product and other revenue were partially offset by decreases in paging revenue. The decreases in paging revenue were primarily driven by the secular decrease in our wireless units in service, partially offset by an increase in ARPU, as a result of price increases initiated in September 2024.

Wireless units in service decreased from 747 thousand units as of June 30, 2024 to 694 thousand units as of June 30, 2025. For the three months ended June 30, 2025, ARPU was $8.20, compared to $7.84 for the same period in 2024. For the six months ended June 30, 2025, ARPU was $8.21, compared to $7.85 for the same period in 2024.

We believe that demand for wireless services will continue to decline for the foreseeable future in line with recent trends, as our wireless products and services are replaced with other competing technologies, such as the shift from narrowband wireless service offerings to broadband technology services.

The following reflects the impact of subscribers and ARPU on the change in paging revenue:


	For the Three Months Ended June 30,						Change Due To:
(in thousands)	2025		2024		Change		ARPU		Units

Paging revenue	$	17,192	$	17,633	$	(441)	$	758	$	(1,199)

	For the Six Months Ended June 30,						Change Due To:
(in thousands)	2025		2024		Change		ARPU		Units

Paging revenue	$	34,799	$	35,603	$	(804)	$	1,519	$	(2,323)

As demand for one-way and two-way messaging has declined, we have developed or added service offerings, such as encrypted paging and Spok Mobile with a pager number, to increase our revenue potential. These service offerings, along with the nominal increases in the standard rate, are designed to mitigate the decline in our wireless revenue. We will continue to explore ways to innovate and provide customers with the highest value possible.

Software Revenue

To a large degree, software revenue corresponds to our backlog of performance obligations ready to deliver at some point in the future, and any delays in implementation may affect the timing of revenue recognition. Our software projects generally originate from fixed-bid contracts, although many involve a protracted sales cycle and may result in unforeseen complexity and deviation from the original scope. The time needed to complete projects, therefore, may not align with our original expectations, which affects our backlog. As a result, software revenue may fluctuate on a short-term basis, and we generally evaluate longer-term trends when managing this business.

Software revenue increased during the three and six months ended June 30, 2025, compared to the same periods in 2024. The increases are primarily due to increases in license revenue, resulting from increased sales, and in professional services revenue. The growth in our backlog has allowed us to continue hiring efforts over the last 12 months as we seek to balance staffing levels with a growing backlog driven by increasing sales. Additionally, our managed services offering has continued to grow providing additional stability to a revenue stream that has historically been highly dependent on individual project factors, because of its even revenue recognition over the contractual term.

Operating Expenses

Our operating expenses are presented in functional categories. Certain of our functional categories are especially important to overall expense control and management. These operating expenses are categorized as follows:

•Cost of Revenue. These are expenses we incur for the delivery of products and services to our customers and consist primarily of hardware, third-party software, outside services expenses and payroll and related expenses for our professional services, logistics, customer support and maintenance staff.

•Research and Development. These expenses relate primarily to the development of new software products and the ongoing maintenance and enhancement of existing products. This classification consists primarily of employee payroll and related expenses, outside services related to the design, development, testing and enhancement of our solutions and, to a lesser extent, hardware equipment. Research and development expenses exclude any development costs that qualify for capitalization.

•Technology Operations. These are expenses associated with the operation of our paging networks. Expenses consist largely of site rent expenses for transmitter locations, telecommunication expenses to deliver messages over our paging networks, and payroll and related expenses for our engineering and pager repair functions. We actively pursue opportunities to consolidate transmitters and other service, rental and maintenance expenses in

order to maintain an efficient network while simultaneously ensuring adequate service for our customers. We believe continued reductions in these expenses will occur for the foreseeable future as we continue to consolidate our networks, although the benefits of such network rationalization efforts and resulting costs savings will continue to decline.

•Selling and Marketing. The sales and marketing staff are involved in selling our communication solutions primarily in the United States. These expenses support our efforts to maintain gross placements of units in service, which mitigated the impact of disconnects on our wireless revenue base, and to identify business opportunities for additional or future software sales. We maintain a centralized marketing function that is focused on supporting our products and vertical sales efforts by strengthening our brand, generating sales leads and facilitating the sales process. These marketing functions are accomplished through targeted email campaigns, webinars, regional and national user conferences, monthly newsletters and participation at industry trade shows. Expenses consist largely of payroll and related expenses, commissions and other costs such as travel and advertising costs.

•General and Administrative. These are expenses associated with information technology and administrative functions, including finance and accounting, human resources and executive management. This classification consists primarily of payroll and related expenses, outside service expenses, taxes, licenses and permit expenses, and facility rent expenses.

•Depreciation and Accretion. These are expenses that may be associated with one or more of the aforementioned functional categories. This classification generally consists of depreciation from capital expenditures or other assets that are core to our ongoing operations and accretion of asset retirement obligations.

The following is a review of our operating expense categories for the three and six months ended June 30, 2025, and 2024.

Technology operations: decreased by $0.3 million, or 4.6%, for the three months ended June 30, 2025, and $0.7 million, or 5.9%, for the six months ended June 30, 2025, compared to the same periods in 2024. The decreases were driven by a reduction in the number of active transmitters, resulting from our network rationalization efforts. The number of active transmitters, which directly affects our telecommunications and site rent expenses, declined 5.7% from June 30, 2024 to June 30, 2025. As we reach certain minimum frequency commitments, as outlined by the United States Federal Communications Commission, we may be unable to continue our efforts to rationalize and consolidate our networks.

Selling and marketing: increased by $0.8 million, or 21.7%, for the three months ended June 30, 2025, and $1.5 million, or 19.0%, for the six months ended June 30, 2025, compared to the same periods in 2024. Compared to the same periods in 2024, the increases were primarily driven by additional headcount, higher advertising and events expenses due to increased trade show participation and overall travel, and higher commissions. The increase in commissions is related to the one-time benefit recorded in the second quarter of 2024 to adjust for commissions expense that was previously expensed as incurred.

General and administrative: increased by $0.8 million, or 10.4%, for the three months ended June 30, 2025, and $1.3 million, or 7.8%, for the six months ended June 30, 2025, compared to the same periods in 2024. The increases were primarily driven by technology costs, bad debt (largely attributable to benefits in 2024 that were not repeated in 2025), compensation costs, and the timing of costs related to compliance compared to the same periods in 2024.

Other income (expense): Other income was $0.7 million and $0.8 million, for the three and six months ended June 30, 2025, respectively, compared to negligible amounts in the same periods in 2024, primarily due to the gain on sale of a domain name for $0.7 million in the second quarter of 2025.

Income taxes: Provision for income taxes was $1.8 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively. Provision for income taxes was $2.9 million and $2.3 million for the six months ended June 30, 2025 and 2024, respectively. Provision for income taxes increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to the effect of the anticipated annual effective tax rate change resulting from certain permanent tax differences, estimated research and development tax credits and related valuation allowance, and certain discrete items. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

Cash and Cash Equivalents

As of June 30, 2025, we held cash and cash equivalents of $20.2 million. The available cash and cash equivalents consist of cash in our operating accounts and cash invested in interest-bearing funds managed by third-party financial institutions. We maintain a majority of our cash and cash equivalents in accounts with major United States and multi-national financial institutions, and the majority of our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial condition and results of operations.

Cash Sources

Our primary sources of liquidity have been our cash flows generated from operations and existing cash and cash equivalents. We maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term (next 12 months) and long term (beyond 12 months). At any point in time, we maintain approximately $5.0 million to $10.0 million in our operating accounts at third-party financial institutions. While we monitor daily the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to cash in our operating accounts.

Cash Uses

We intend to use our cash on hand to provide working capital, to support operations, to invest in our business, and to return value to stockholders through cash dividends and repurchases of our common stock. We may also consider using cash to fund or complete opportunistic investments and acquisitions that we believe will provide a measure of growth or revenue stability while supporting our existing operations.

In February 2022, the Board of Directors authorized a share repurchase program for up to $10 million of the Company’s common stock. This repurchase authority allows us, at management's discretion, to selectively repurchase shares of our common stock from time to time in the open market depending upon market price and other factors.

Cash Flows Overview

In the event that net cash provided by operating activities and cash on hand are not sufficient to meet future cash requirements, we may be required to reduce planned capital expenses, reduce or eliminate our cash dividends to stockholders, not repurchase shares of our common stock under the share repurchase program, sell assets or seek additional financing. We can provide no assurance that reductions in planned capital expenses or proceeds from asset sales would be sufficient to cover shortfalls in available cash or that outside financing would be available on acceptable terms.

Based on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand at June 30, 2025, should be adequate to meet our anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months).

The following table sets forth information on our net cash flows from operating, investing, and financing activities for the periods stated:


	Six Months Ended June 30,				Change
(Dollars in thousands)	2025		2024

Net cash provided by operating activities	$	9,290	$	9,420	$	(130)
Net cash used in investing activities	(1,090)		(1,516)		426
Net cash used in financing activities	(17,125)		(16,012)		(1,113)

Operating Activities

As discussed above, we are dependent on cash flows from operating activities to meet our cash requirements. Cash from operations varies depending on changes in various working capital items, including deferred revenues, accounts payable, accounts receivable, prepaid expenses and various accrued expenses.

Our operating cash results primarily from cash received from our customers, offset by cash payments we make for products and services, operating expenses and income taxes. Significant non-cash expenses include depreciation and accretion, deferred income tax expense and stock-based compensation. The cash impact from actual transaction gains and losses is reflected in the change in working capital.

For the six months ended June 30, 2025, and June 30, 2024, net cash provided by operating activities was $9.3 million, and $9.4 million, respectively, primarily due to an increase in cash received from customers, partially offset by cash payments for cost of revenues and operating expenses.

Investing Activities

For the six months ended June 30, 2025, and 2024, net cash used in investing activities was $1.1 million and $1.5 million, respectively. Net cash used in investing activities reflects purchases of property and equipment. For the six months ended June 30, 2025, the net cash also includes proceeds from the sale of a domain name.

Financing Activities

For the six months ended June 30, 2025, and 2024, net cash used in financing activities was $17.1 million and $16.0 million, respectively, primarily due to cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.

On July 30, 2025, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of August 19, 2025 and a payment date of September 9, 2025. This cash dividend of approximately $6.4 million, applicable to our common stock outstanding, will be paid from available cash on hand.

Commitments and Contingencies

In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Purchase obligations are defined as agreements to purchase goods or services that are enforceable, legally binding, non-cancelable, have a remaining term in excess of one year and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the approximate timing of transactions. The amounts of such obligations are based on our contractual commitments; however, it is possible that we may be able to negotiate lower payments if we choose to exit these contracts before their expiration date.

Our contractual payment obligations for operating leases apply to leases for office space and transmitter locations. Substantially all of these leases have lease terms ranging from one month to five years. We continue to review our office and transmitter locations and intend to replace, reduce or consolidate leases where possible. As we reach certain minimum frequency commitments, as outlined by the United States Federal Communications Commission, we may be unable to continue our efforts to rationalize and consolidate our networks.

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated.

The following table provides the Company's significant commitments and contractual obligations as of June 30, 2025:


	Payments Due by Period
(Dollars in thousands)	Total		1 year or less		1 to 3 years		3 to 5 years		More than 5 years

Operating lease obligations	$	9,386	$	3,269	$	3,906	$	1,400	$	811
Unconditional purchase obligations	4,142		2,173		1,962		7		—
Total contractual obligations	$	13,528	$	5,442	$	5,868	$	1,407	$	811

Refer to Note 6, "Leases" and Note 12, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements for further discussion on our commitments and contingencies.

Related Party Transactions

See Note 13, "Related Parties" in the Notes to Condensed Consolidated Financial Statements for a discussion regarding our related party transactions.

Critical Accounting Policies and Estimates

The preceding discussion and analysis of financial condition and operations is based on our Condensed Consolidated Financial Statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our Condensed Consolidated Financial Statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets and goodwill, accounts receivable, revenue recognition, depreciation expense, asset retirement obligations, and income taxes. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no changes to the critical accounting policies reported in the 2024 Annual Report that affect our significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of June 30, 2025, we had no outstanding debt and no revolving credit facility.

Foreign Currency Exchange Rate Risk

We conduct a limited amount of business outside the United States. The financial impact of transactions billed in foreign currencies is immaterial to our financial results and, consequently, we do not have any material exposure to the risk of foreign currency exchange rate fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the participation of our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as of the end of our last fiscal quarter. Disclosure controls and procedures are defined under Rule 13a-15(e) under the Exchange Act as controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes made to the Company’s internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Note 12, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements for information regarding legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

The risk factors included in “Item 1A. Risk Factors” of Part I of the 2024 Annual Report have not materially changed during the six months ended June 30, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not repurchase any shares of its common stock during the three months ended June 30, 2025.

ITEM 5. OTHER INFORMATION.

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

The exhibits listed in the accompanying Exhibit Index below are filed or incorporated by reference as part of this report.

EXHIBIT INDEX

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit/Appendix

Filing Date

Filed/Furnished Herewith

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

Furnished

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

Furnished

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*

Filed

101.SCH

Inline XBRL Taxonomy Extension Schema*

Filed

101.CAL

Inline XBRL Taxonomy Extension Calculation*

Filed

101.DEF

Inline XBRL Taxonomy Extension Definition*

Filed

101.LAB

Inline XBRL Taxonomy Extension Labels*

Filed

101.PRE

Inline XBRL Taxonomy Extension Presentation*

Filed

104

Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101

Filed


*			The financial information contained in these XBRL documents is unaudited.

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 thereunto duly authorized.

SPOK HOLDINGS, INC.

Dated: July 31, 2025

/s/ Calvin C. Rice

Name:

Calvin C. Rice

Title:

Chief Financial Officer

(Principal Financial Officer and duly authorized officer)

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-31.1

EX-31.2