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Spok Holdings, Inc

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

SPOK$11.76+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001289945-25-000057

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001289945-26-000027

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 82 current paragraphs.

59 unchanged; 12 reworded; 11 added; 6 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Subsequent to quarter end, in April 2026, we announced a strategic realignment designed to further enhance our cost optimization efforts, as described in Note 15, "Subsequent Events" in the Notes to Condensed Consolidated Financial Statements. These actions will enable us to direct resources towards continued investment in our Care Connect Suite and artificial intelligence initiatives, while sustaining our commitment to returning cash to stockholders. This realignment will eliminate approximately 10% of our workforce, which will result in annualized savings of over $6.0 million in payroll and related expenses and other operating expenses. We expect to record one-time pre-tax costs of approximately $1.6 million to $2.0 million primarily in severance and personnel related costs in the second and third quarters of 2026, with such charges expected to be substantially complete by the third quarter of 2026.

Current report

Cost of revenue increased by $0.4 million, or 6.1%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by additional headcount within our professional services resources in conjunction with our efforts to better align staffing levels with our backlog. This increase was mostly offset by a decrease in cost of sales resulting from lower hardware sales, as well as cost optimization efforts.

Current report

Research and development expenses increased by $0.4 million, or 11.7%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was driven by additional headcount in conjunction with our continued effort to invest in the enhancement of our software solutions, in addition to an increase in technology costs.

Current report

Selling and marketing decreased by $0.4 million, or 8.9%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by cost optimization efforts implemented in 2026.

Current report

Severance and restructuring expenses increased by $0.3 million, or 464.9%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily related to severance expenses incurred as a result of our continuous efforts to optimize costs.

Current report

For the three months ended March 31, 2026, and March 31, 2025, net cash provided by operating activities remained relatively flat, at $2.4 million and $2.3 million, respectively.
Removed paragraphs (6)

Previous report

Technology operations: decreased by $0.4 million, or 6.5%, for the three months ended September 30, 2025, and $1.1 million, or 6.1%, for the nine months ended September 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 5.5% from September 30, 2024 to September 30, 2025.

Previous report

Selling and marketing: increased by $0.2 million, or 5.7%, for the three months ended September 30, 2025, and $1.7 million, or 14.5%, for the nine months ended September 30, 2025, compared to the same periods in 2024. Increases during the nine months ended September 30, 2025 were primarily driven by higher commissions and personnel costs. Commissions were higher because of a one-time benefit in 2024 that was not repeated in 2025. The second quarter of 2024 included a one-time benefit to adjust for commissions expense that was previously expensed as incurred.

Previous report

General and administrative: decreased by $0.2 million, or 2.9%, for the three months ended September 30, 2025, and increased by $1.0 million, or 4.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024. Increases during the nine months ended September 30, 2025 were primarily driven by technology costs, bad debt (largely attributable to benefits in 2024 that were not repeated in 2025), and compensation costs compared to the same period in 2024.

Previous report

Depreciation and accretion: decreased by $0.2 million, or 20.2%, for the three months ended September 30, 2025, and $0.6 million, or 19.9%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The decrease during the nine months ended September 30, 2025 was primarily due to a decrease in accretion expense related to changes in the estimated costs and timing to remove our transmitters as part of our asset retirement obligation.

Previous report

Other income (expense): increased by $0.1 million for the three months ended September 30, 2025 and $0.9 million for the nine months ended September 30, 2025, compared to the same periods in 2024. For the nine months ended September 30, 2025, the other income primarily includes a gain on sale of a domain name for $0.7 million in the second quarter of 2025.

Previous report

For the nine months ended September 30, 2025, and September 30, 2024, net cash provided by operating activities was $17.4 million and $20.5 million, respectively, primarily due to a decrease in cash received from customers, partially offset by cash payments for cost of revenues and operating expenses.
Reworded paragraphs (12)

Previous wording

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

Current wording

The following table is a summary of our Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025:

Previous wording

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.

Current wording

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 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 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.

Previous wording

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 revenue 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, 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.

Current wording

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 revenue 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 value-added services, and maintenance and subscription revenue that is generated from the ongoing support of our perpetual and term software license arrangements, 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.

Previous wording

Wireless revenue decreased during the three and nine months ended September 30, 2025, compared to the same periods in 2024, primarily due to decreases in paging revenue. The decreases in paging revenue were primarily driven by secular decreases in our wireless units in service, from 730 thousand units as of September 30, 2024 to 684 thousand units as of September 30, 2025. This decrease was partially offset by increases in ARPU, as a result of price increases initiated in September of 2025 and 2024. For the three months ended September 30, 2025, ARPU was $8.19, compared to $7.95 for the same period in 2024. For the nine months ended September 30, 2025, ARPU was $8.19, compared to $7.91 for the same period in 2024.

Current wording

Wireless revenue decreased during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decrease in paging revenue. The decrease in paging revenue was primarily driven by secular decreases in our wireless units in service, from 705 thousand units as of March 31, 2025 to 657 thousand units as of March 31, 2026. This decrease was partially offset by an increase in ARPU, as a result of price increases initiated in September of 2025. For the three months ended March 31, 2026, ARPU was $8.29, compared to $8.24 for the same period in 2025.

Previous wording

The decreases in paging revenue during the three and nine months ended September 30, 2025, compared to the same periods in 2024, was partially offset by increases 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.

Current wording

The decreases in paging revenue during the three months ended March 31, 2026, compared to the same period in 2025, was partially offset by 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.

Previous wording

Software revenue decreased during the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to a decrease in license revenue, resulting from lower sales, partially offset by an increase in professional services revenue. During the nine months ended September 30, 2025, software revenue increased compared to the same period in 2024, primarily due to increases 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 the backlog. Additionally, our managed services offering has continued to grow providing additional stability, because of its even revenue recognition over the contractual term, to a revenue stream that has historically been highly dependent on individual project factors.

Current wording

Software revenue decreased during the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily due to a decrease in license, equipment and maintenance and subscription revenue, resulting from lower sales, alongside a decrease in professional services revenue. The decrease in professional services revenue was a result of lower utilization and billable hours for the three months ended March 31, 2026, as compared to the same period in 2025 within the professional services revenue - projects line. This decrease in projects was partially offset by our managed services offering, which has continued to grow and provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors.

Previous wording

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

Current wording

The following is a review of our operating expense categories for the three months ended March 31, 2026, and 2025.

Previous wording

Income taxes: Provision for income taxes was $1.4 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively. Provision for income taxes was $4.3 million and $3.8 million for the nine months ended September 30, 2025 and 2024, respectively. Provision for income taxes increased for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the effect of the anticipated annual effective tax rate change resulting from certain permanent tax differences and certain discrete items that include a windfall tax benefit from stock based compensation. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.

Current wording

Provision for income taxes was $0.6 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Provision for income taxes decreased for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the decrease in the pre-tax book income. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.

Previous wording

As of September 30, 2025, we held cash and cash equivalents of $21.4 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.

Current wording

As of March 31, 2026, we held cash and cash equivalents of $17.1 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.

Previous wording

For the nine months ended September 30, 2025, and 2024, net cash used in investing activities was $1.6 million and $2.3 million, respectively. Net cash used in investing activities reflects purchases of property and equipment. For the nine months ended September 30, 2025, the net cash also includes proceeds from the sale of a domain name.

Current wording

For the three months ended March 31, 2026, and 2025, net cash used in investing activities was $0.6 million and $0.7 million, respectively. Net cash used in investing activities reflects purchases of property and equipment.

Previous wording

For the nine months ended September 30, 2025, and 2024, net cash used in financing activities was $23.6 million and $22.3 million, respectively, primarily due to cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.

Current wording

For the three months ended March 31, 2026, and 2025, net cash used in financing activities was $10.0 million and $10.8 million, respectively. Net cash used in financing activities primarily consists of cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.

Previous wording

On October 29, 2025, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of November 18, 2025 and a payment date of December 9, 2025. This cash dividend of approximately $6.4 million, applicable to our common stock outstanding, will be paid from available cash on hand.

Current wording

On April 29, 2026, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of May 26, 2026 and a payment date of June 24, 2026. This cash dividend of approximately $6.5 million, applicable to our common stock outstanding, will be paid from available cash on hand.