spok-20250930

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 September 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 ☒

20,598,169 shares of the registrant’s common stock (par value $0.0001 per share) were outstanding as of October 24, 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 September 30, 2025 (Unaudited) and December 31, 2024	2
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
		Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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	27
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	28
Signatures

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SPOK HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


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

ASSETS
Current assets:
Cash and cash equivalents	$	21,379	$	29,145

Accounts receivable, net	25,691		21,950
Prepaid expenses	9,639		9,362
Other current assets	2,832		840
Total current assets	59,541		61,297
Non-current assets:
Property and equipment, net	5,800		5,952
Operating lease right-of-use assets	6,894		8,249
Goodwill	99,175		99,175

Deferred income tax assets, net	37,815		41,686
Other non-current assets	428		744
Total non-current assets	150,112		155,806
Total assets	$	209,653	$	217,103

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,332	$	5,630
Accrued compensation and benefits	6,011		7,363
Deferred revenue	32,280		28,366
Operating lease liabilities	2,737		2,904
Other current liabilities	4,758		4,511
Total current liabilities	49,118		48,774
Non-current liabilities:
Asset retirement obligations	5,676		5,945
Operating lease liabilities	4,619		5,869
Other non-current liabilities	1,543		1,769
Total non-current liabilities	11,838		13,583
Total liabilities	60,956		62,357
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock	$	—	$	—
Common stock	2		2
Additional paid-in capital	106,776		105,736
Accumulated other comprehensive loss	(1,766)		(1,784)
Retained earnings	43,685		50,792
Total stockholders’ equity	148,697		154,746
Total liabilities and stockholders' equity	$	209,653	$	217,103

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 September 30,				For the Nine Months Ended September 30,
(Unaudited and in thousands except share and per share amounts)	2025		2024		2025		2024

Revenue:
Wireless revenue	$	17,794	$	18,261	$	54,708	$	55,153
Software revenue	16,073		16,609		51,139		48,608
Total revenue	33,867		34,870		105,847		103,761
Operating expenses:
Cost of revenue (exclusive of items shown separately below)	7,359		7,133		21,902		21,435
Research and development	2,993		2,831		9,072		8,958
Technology operations	5,686		6,083		17,431		18,563
Selling and marketing	4,151		3,928		13,263		11,582
General and administrative	8,290		8,534		25,591		24,585
Depreciation and accretion	858		1,075		2,571		3,210
Severance and restructuring	171		325		248		1,101

Total operating expenses	29,508		29,909		90,078		89,434
Operating income	4,359		4,961		15,769		14,327
Interest income	193		264		668		908
Other income (expense)	28		(75)		784		(91)
Income before income taxes	4,580		5,150		17,221		15,144
Provision for income taxes	(1,377)		(1,490)		(4,270)		(3,823)
Net income	$	3,203	$	3,660	$	12,951	$	11,321
Basic net income per common share	$	0.16	$	0.18	$	0.63	$	0.56
Diluted net income per common share	$	0.15	$	0.18	$	0.62	$	0.55
Basic weighted average common shares outstanding	20,590,924		20,264,055		20,537,643		20,229,146
Diluted weighted average common shares outstanding	21,029,219		20,523,873		21,020,663		20,534,883
Cash dividends declared per common share	$	0.3125	$	0.3125	$	0.9375	$	0.9375

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 September 30,				For the Nine Months Ended September 30,
(Unaudited and in thousands)	2025		2024		2025		2024

Net income	$	3,203	$	3,660	$	12,951	$	11,321
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(4)		23		18		17
Other comprehensive (loss) income	(4)		23		18		17
Comprehensive income	$	3,199	$	3,683	$	12,969	$	11,338

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

Issuance of restricted stock under the Equity Plan	17,768	—		131		—		131
Amortization of stock-based compensation	—	—		1,159		—		1,159
Cash dividends declared	—	—		—		(6,624)		(6,624)

Cumulative translation adjustment	—	—		(48)		—		(48)
Balance at June 30, 2024	20,255,615	$	2	$	101,176	$	57,034	$	158,212
Net income	—	—		—		3,660		3,660
Issuance of restricted stock under the Equity Plan	8,440	—		—		—		—

Amortization of stock-based compensation	—	—		1,173		—		1,173
Cash dividends declared	—	—		—		(6,780)		(6,780)

Cumulative translation adjustment	—	—		23		—		23
Balance at September 30, 2024	20,264,055	$	2	$	102,372	$	53,914	$	156,288


(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
Net income	—	—		—		3,203		3,203
Issuance of restricted stock under the Equity Plan	7,070	—		—		—		—

Amortization of stock-based compensation	—	—		1,248		—		1,248
Cash dividends declared	—	—		—		(6,686)		(6,686)

Cumulative translation adjustment	—	—		(4)		—		(4)
Balance at September 30, 2025	20,590,924	$	2	$	105,010	$	43,685	$	148,697

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 Nine Months Ended September 30,
(Unaudited and in thousands)	2025		2024

Operating activities:
Net income	$	12,951	$	11,321
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and accretion	2,571		3,210


Deferred income tax expense	3,885		3,624
Stock-based compensation	3,741		3,480
Gain on sale of domain name	(701)		—
Provisions for credit losses, service credits and other	755		450
Changes in assets and liabilities:
Accounts receivable	(4,498)		1,481
Prepaid expenses and other assets	(1,966)		(1,061)
Net operating lease liabilities	(62)		(48)
Accounts payable and other liabilities	(3,443)		(4,284)
Deferred revenue	4,192		2,342
Net cash provided by operating activities	17,425		20,515
Investing activities:
Purchases of property and equipment	(2,348)		(2,348)



Proceeds from sale of domain name	701		—
Net cash used in investing activities	(1,647)		(2,348)
Financing activities:
Cash distributions to stockholders	(20,861)		(20,045)

Proceeds from issuance of common stock under the Employee Stock Purchase Plan	142		130
Purchase of common stock for tax withholding on vested equity awards	(2,843)		(2,428)
Net cash used in financing activities	(23,562)		(22,343)
Effect of exchange rate on cash and cash equivalents	18		17
Net decrease in cash and cash equivalents	(7,766)		(4,159)
Cash and cash equivalents, beginning of period	29,145		31,989
Cash and cash equivalents, end of period	$	21,379	$	27,830
Supplemental disclosure:
Income taxes paid	$	299	$	298

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 Accounting Standards Update ("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 do not anticipate that the adoption of the update will have a material impact on our Consolidated Financial Statement disclosures.

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.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted. The amendments in ASU 2025-05 should be applied prospectively. 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 September 30,				For the Nine Months Ended September 30,
(Dollars in thousands)	2025		2024		2025		2024

Revenue:
Paging revenue	$	16,917	$	17,605	$	51,716	$	53,208
Product and other revenue	877		656		2,992		1,945
Wireless revenue	$	17,794	$	18,261	$	54,708	$	55,153

License	$	1,076	$	2,042	$	6,101	$	6,365
Professional services - projects	3,649		3,871		11,951		11,114
Professional services - managed services	1,807		964		4,642		2,032
Hardware	393		395		1,090		1,113


Maintenance and subscription	9,148		9,337		27,355		27,984
Software revenue	$	16,073	$	16,609	$	51,139	$	48,608
Total revenue	$	33,867	$	34,870	$	105,847	$	103,761

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 nine months ended September 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 September 30,				For the Nine Months Ended September 30,
(Dollars in thousands)	2025		2024		2025		2024

United States	$	33,237	$	34,206	$	103,904	$	101,650
International	630		664		1,943		2,111
Total revenue	$	33,867	$	34,870	$	105,847	$	103,761

SEC Form 10-Q filed by Spok Holdings Inc.