Spok Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Part I | ||
|---|---|---|
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 15 |
| Item 1B. | Unresolved Staff Comments | 25 |
| Item 1C. | Cybersecurity | 25 |
| Item 2. | Properties | 26 |
| Item 3. | Legal Proceedings | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Part II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26 |
| Item 6. | [Reserved] | 29 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 44 |
| Item 8 | Financial Statements and Supplementary Data | 45 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 46 |
| Item 9A. | Controls and Procedures | 46 |
| Item 9B. | Other Information | 46 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 47 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 47 |
| Item 11. | Executive Compensation | 47 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 47 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 47 |
| Item 14. | Principal Accountant Fees and Services | 47 |
| Part IV | ||
| Item 15. | Exhibit and Financial Statement Schedules | 48 |
| Signatures | 49 | |
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements and information relating to Spok Holdings, Inc. and its subsidiaries ("Spok" 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 the following:
Our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers;
Our ability to retain key management personnel and to attract and retain talent within the organization;
The productivity of our sales organization and our ability to deliver effective customer support;
Our ability to identify potential acquisitions, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions;
Economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment;
Risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock;
Competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources;
Continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue;
Our ability to address changing market conditions with new or revised software solutions;
Undetected defects, bugs, or security vulnerabilities in our products;
Our dependence on the U.S. healthcare industry;
The sales cycle of our software solutions and services can run from six to eighteen months, making it difficult to plan for and meet our sales objectives and bookings on a steady basis quarter-to-quarter and year-to-year;
Our reliance on third-party vendors to supply us with wireless paging equipment;
Our ability to maintain successful relationships with our channel partners;
Our ability to protect our rights in intellectual property that we own and develop and the potential for litigation claiming intellectual property infringement by us;
Our use of open source software, third-party software and other intellectual property;
The reliability of our networks and servers and our ability to prevent cyberattacks and other security issues and disruptions;
Our reliance on data centers and other systems and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties;
Cyberattacks, data breaches or other compromises to our or our critical third parties’ systems, data, products or services;
Our ability to realize the benefits associated with our deferred income tax assets;
Future impairments of our long-lived assets or goodwill;
Risks related to data privacy and protection-related laws and regulation;
Our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally; and
Those matters that are discussed in this Annual Report under Item 1A "Risk Factors."
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 revise or update forward-looking statements, except as required by law. 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 United States Securities and Exchange Commission ("SEC"). Also note that, in the risk factors section, 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 Annual Report.
PART I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.