false000128994500012899452024-07-242024-07-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 24, 2024
 
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-32358 16-1694797
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
 
5911 Kingstowne Village Pkwy, 6th Floor22315
Alexandria,Virginia
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 611-8488
Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareSPOKNASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.☐
Item 2.02 Results of Operations and Financial Condition.
On July 24, 2024, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the second quarter ending June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 8.01 Other Events.
On July 24, 2024, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on September 9, 2024, to stockholders of record on August 19, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:




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 hereunto duly authorized.
 
  
Spok Holdings, Inc.
Date:July 24, 2024 By:/s/ Calvin C. Rice
  Name:Calvin C. Rice
  Title:Chief Financial Officer





Exhibit 99.1
NEWS RELEASE
spok_horxflatx4c.jpg

CONTACT:
Al Galgano            
952-224-6096        
al.galgano@spok.com    

Spok Reports Second Quarter 2024 Results
Software Operations Bookings Up 10.3% From Prior Quarter
Year-Over-Year Software Revenue Performance Driven by Growth in Maintenance and Services

Alexandria, Va. (July 24, 2024) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the second quarter ended June 30, 2024. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on September 9, 2024, to stockholders of record on August 19, 2024.
Recent Highlights:
•Software operations bookings totaled $8.7 million in the second quarter, up 10.3% from the first quarter of 2024
•Second quarter software operations bookings included 18 six-figure customer contracts and one seven-figure customer contract
•Software backlog totaled $55.0 million at June 30, 2024, up nearly 4% from the prior year
•Second quarter 2024 Wireless average revenue per unit (ARPU) was $7.84, up on a year-over-year basis
•Improvement in quarterly net unit churn at 0.8% in the second quarter, down from 1.6% in the prior quarter
•Capital returned to stockholders in the second quarter of 2024 totaled $6.3 million
•Research and development costs total $6.1 million in the first six months of 2024, supporting Spok's investment in the Company's industry-leading solutions to fuel future growth

"Our goal has been and continues to be to reliably and consistently forecast and generate cash flow in order to return capital to our loyal stockholders over the long-term. We are achieving that goal," said Vincent D. Kelly, chief executive officer of Spok Holdings, Inc. "I am proud of the performance our team was able to deliver in the second quarter as we continue to serve our customers at a high level, while returning capital to stockholders. I am particularly pleased with our performance in generating software operations bookings of $8.7 million in the second quarter, which was up more than 10% from our team's impressive performance in the first quarter of 2024. While we did not match the largest single customer contract in Spok’s history from the second quarter of 2023, our second
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1
Exhibit 99.1
NEWS RELEASE
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quarter 2024 results were driven by a healthy mix of large deals and our average contract size continues to grow. Software sales are always going to be lumpy. However, we are encouraged as our third quarter sales are off to a very strong start.

"I believe Spok is doing an excellent job of balancing the necessary investments in our products and infrastructure in order to fuel future growth and continuing to return capital to our stockholders," continued Kelly. "Through the first six months of this year, Spok has generated nearly $7.7 million of net income and $14.6 million of adjusted EBITDA. Adjusted EBITDA in the second quarter was more than enough to cover our quarterly dividend payment, as well as our capital expenditure requirements. This resulted in a slight increase in our cash and cash equivalents balance, which we believe will continue to build through the remainder of the year.

"We were very pleased with our performance in the second quarter and believe that our results in the first half of the year provide a solid springboard for the second half of 2024. As a result, we are reiterating our guidance estimates for revenue and adjusted EBITDA generation for this year. At the midpoint of that guidance range, we believe we are on track to again grow consolidated revenue in 2024, on a year-over-year basis, with slight declines in wireless revenue being more than offset by continued growth in software revenue. We also anticipate that the midpoint of our adjusted EBITDA guidance will be consistent with 2023, with additional growth potential at the high-end of the guidance range. Of course, we will continue to update you on our outlook each quarter when we report our results," concluded Kelly.
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Exhibit 99.1
NEWS RELEASE
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Financial Highlights:
For the three months ended June 30,For the six months ended June 30,
(Dollars in thousands)20242023Change (%)20242023Change (%)
Revenue
Wireless revenue
Paging revenue$17,633 $18,271 (3.5)%$35,603 $36,796 (3.2)%
Product and other revenue664 606 9.6 %1,289 1,109 16.2 %
Total wireless revenue$18,297 $18,877 (3.1)%$36,892 $37,905 (2.7)%
Software revenue
License$1,697 $3,692 (54.0)%$4,323 $5,310 (18.6)%
Professional services4,286 3,837 11.7 %8,311 7,076 17.5 %
Hardware334 933 (64.2)%718 1,289 (44.3)%
Maintenance9,368 9,124 2.7 %18,647 18,063 3.2 %
Total software revenue15,685 17,586 (10.8)%31,999 31,738 0.8 %
Total revenue$33,982 $36,463 (6.8)%$68,891 $69,643 (1.1)%
For the three months ended June 30,For the six months ended June 30,
(Dollars in thousands)20242023
Change (%)
20242023
Change (%)
GAAP
Operating expenses$29,508 $30,248 (2.4)%$59,526 $58,711 1.4 %
Net income$3,425 $4,733 (27.6)%$7,661 $7,850 (2.4)%
Cash and cash equivalents (as of period end)
$23,875 $30,866 (22.6)%$23,875 $30,866 (22.6)%
Capital returned to stockholders$6,329 $6,230 1.6 %$13,715 $13,163 4.2 %
Non-GAAP
Adjusted operating expenses$28,093 $28,875 (2.7)%$56,615 $56,092 0.9 %
Adjusted EBITDA$7,048 $8,511 (17.2)%$14,583 $15,410 (5.4)%
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Exhibit 99.1
NEWS RELEASE
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For the three months ended June 30,For the six months ended June 30,
(Dollars in thousands, excluding units in service and ARPU)
20242023
Change (%)
20242023
Change (%)
Key Statistics
Wireless units in service (000's)
747 806 (7.3)%747 806 (7.3)%
Wireless average revenue per unit (ARPU)$7.84 $7.53 4.1 %$7.85 $7.56 3.8 %
Software operations bookings(1)
$8,695 $14,010 (37.9)%$16,580 $19,688 (15.8)%
Software backlog (as of period end)(2)
$55,006 $53,075 3.6 %$55,006 $53,075 3.6 %
(1) Software operations bookings includes net new (i.e., new customers or incremental add-on sales to existing customers) sales of license, professional services, equipment, and first-year maintenance.
(2) Software backlog excludes $6.0 million and $3.9 million of contractual obligations that are deemed cancellable by the customer without significant penalty as of June 30, 2024 and 2023 respectively.
Financial Outlook:
Regarding financial guidance, the Company reiterated the following expectations for the full year 2024:
(Unaudited and in millions)
Current Guidance
Full Year 2024
FromTo
Revenue
Wireless$72.0 $75.0 
Software$64.0 $69.0 
Total Revenue$136.0 $144.0 
Adjusted EBITDA$27.5 $32.5 
2024 Second Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Wednesday, July 24, 2024, at 5:00 p.m. Eastern Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time:
Wednesday, July 24, 2024, at 5:00 p.m. ET
Webcast:
https://www.webcast-eqs.com/register/spok_q224_en/en
U.S. Toll-Free Dial In:
877-407-0890
International Dial In:
1-201-389-0918
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4
Exhibit 99.1
NEWS RELEASE
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To access the call, please dial in approximately ten minutes before the start of the call. For those unable to join the live call, an OnDemand version of the webcast will be available following the call under the URL link and on the investor relations website.




* * * * * * * * *
About Spok
Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a 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 the Spok Care Connect® platform to enhance workflows for clinicians and support administrative compliance. Our customers send over 70 million messages each month through their Spok® solutions. Spok enables smarter, faster clinical communication. For more information, visit spok.com.
Spok is a trademark of Spok Holdings, Inc. Spok Care Connect and Spok Mobile are trademarks of Spok, Inc.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: adjusted operating expenses and adjusted EBITDA. Adjusted operating expenses excludes depreciation and accretion expense, impairment of intangible assets and severance and restructuring costs. Adjusted EBITDA represents net income/(loss) before interest income/expense, income tax benefit/expense, depreciation and accretion expense, stock-based compensation expense, impairment of intangible assets and severance and restructuring. With respect to our expectations under "Financial Guidance" above, reconciliation of adjusted EBITDA to net income is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and uncertainty with respect to certain items included in net income that are excluded from adjusted EBITDA, in particular, income tax benefit/expense, stock-based compensation expenses, impairment of intangible assets, severance and restructuring and other non-recurring expenses. These items can have unpredictable fluctuations based on unforeseen activity that is out of our control and/or cannot be reasonably predicted.
We believe that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to Spok's financial condition and results of operations. We use these non-GAAP measures for financial, operational, and budgetary decision-making purposes, to understand and evaluate our core operating performance and trends, and to generate future operating plans. We believe that these non-GAAP financial measures permit us to more thoroughly analyze key financial metrics used to make operational decisions and allow us
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Exhibit 99.1
NEWS RELEASE
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to assess our core operating results. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies who present similar non-GAAP financial measures. We adjust for certain items because we do not regard these costs as reflective of normal costs related to the ongoing operation of the business in the ordinary course. In general, these items possess one or more of the following characteristics: non-cash expenses, factors outside of our control, items that are non-operational in nature, and unusual items not expected to occur in the normal course of business. We believe it is important to exclude these costs, given that they do not represent future operational costs under this strategic business plan. This allows us to assess the underlying performance of our core business under this new strategic business plan.
We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principle of these non-GAAP financial measures is that they exclude significant amounts that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.
Safe Harbor Statement under the Private Securities Litigation Reform Act
Statements contained herein or in prior press releases which are not historical fact, such as statements regarding our future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause our actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, 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; 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
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Exhibit 99.1
NEWS RELEASE
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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; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.


Tables to Follow
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SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands except share, per share amounts and ARPU)
For the three months endedFor the six months ended
6/30/20246/30/20236/30/20246/30/2023
Revenue:
Wireless$18,297 $18,877 $36,892 $37,905 
Software15,685 17,586 31,999 31,738 
Total revenue33,982 36,463 68,891 69,643 
Operating expenses:
Cost of revenue (exclusive of items shown separately below)7,163 6,727 14,302 13,263 
Research and development3,176 2,853 6,127 5,346 
Technology operations6,181 6,452 12,480 13,039 
Selling and marketing3,506 4,354 7,655 8,255 
General and administrative8,067 8,489 16,051 16,189 
Depreciation and accretion
1,067 1,265 2,135 2,501 
Severance and restructuring348 108 776 118 
Total operating expenses29,508 30,248 59,526 58,711 
% of total revenue86.8 %83.0 %86.4 %84.3 %
Operating income4,474 6,215 9,365 10,932 
% of total revenue13.2 %17.0 %13.6 %15.7 %
Interest income391 354 645 626 
Other expense(14)(138)(16)(85)
Income before income taxes4,851 6,431 9,994 11,473 
Provision for income taxes(1,426)(1,698)(2,333)(3,623)
Net income$3,425 $4,733 $7,661 $7,850 
Basic net income per common share$0.17 $0.24 $0.38 $0.39 
Diluted net income per common share$0.17 $0.23 $0.37 $0.39 
Basic weighted average common shares outstanding20,252,452 19,957,786 20,211,500 19,927,782 
Diluted weighted average common shares outstanding20,473,751 20,255,248 20,500,335 20,266,914 
Cash dividends declared per common share0.3125 0.3125 0.6250 0.6250 




SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
6/30/202412/31/2023
ASSETS(Unaudited)
Current assets:
Cash and cash equivalents$23,875 $31,989 
Accounts receivable, net22,824 23,314 
Prepaid expenses8,590 7,885 
Other current assets858 704 
Total current assets56,147 63,892 
Non-current assets:
Property and equipment, net7,056 7,321 
Operating lease right-of-use assets9,177 10,526 
Goodwill99,175 99,175 
Deferred income tax assets, net43,939 46,260 
Other non-current assets883 510 
Total non-current assets160,230 163,792 
Total assets$216,377 $227,684 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$5,418 $5,969 
Accrued compensation and benefits4,922 7,284 
Deferred revenue25,239 26,298 
Operating lease liabilities3,352 4,184 
Other current liabilities4,425 4,273 
Total current liabilities43,356 48,008 
Non-current liabilities:
Asset retirement obligations7,197 7,191 
Operating lease liabilities6,374 6,902 
Other non-current liabilities1,238 1,812 
Total non-current liabilities14,809 15,905 
Total liabilities58,165 63,913 
Commitments and contingencies
Stockholders' equity:
Preferred stock$— $— 
Common stock2 2 
Additional paid-in capital102,946 102,936 
Accumulated other comprehensive loss(1,770)(1,764)
Retained earnings57,034 62,597 
Total stockholders' equity158,212 163,771 
Total liabilities and stockholders' equity$216,377 $227,684 



SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the six months ended
6/30/20246/30/2023
Operating activities:
Net income$7,661 $7,850 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and accretion2,135 2,501 
Deferred income tax expense2,313 3,602 
Stock-based compensation2,307 1,859 
Provisions for credit losses, service credits and other262 222 
Changes in assets and liabilities:
Accounts receivable223 1,168 
Prepaid expenses and other assets(1,232)(653)
Net operating lease liabilities(11)(324)
Accounts payable, accrued liabilities and other(3,046)(1,745)
Deferred revenue(1,192)(3,282)
Net cash provided by operating activities9,420 11,198 
Investing activities:
Purchases of property and equipment(1,516)(1,815)
Net cash used in investing activities(1,516)(1,815)
Financing activities:
Cash distributions to stockholders(13,715)(13,163)
Proceeds from issuance of common stock under the Employee Stock Purchase Plan131 90 
Purchase of common stock for tax withholding on vested equity awards(2,428)(1,245)
Net cash used in financing activities(16,012)(14,318)
Effect of exchange rate on cash and cash equivalents(6)47 
Net decrease in cash and cash equivalents(8,114)(4,888)
Cash and cash equivalents, beginning of period31,989 35,754 
Cash and cash equivalents, end of period$23,875 $30,866 
Supplemental disclosure:
Income taxes paid$241 $253 



SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU)
(Unaudited and in thousands)
For the three months ended
6/30/20243/31/202412/31/20239/30/20236/30/20233/31/202312/31/20229/30/2022
Account size ending units in service (000's)
1 to 100 units42 43 44 46 48 48 50 51 
101 to 1,000 units128 135 142 143 144 149 147 147 
>1,000 units577 575 579 596 614 614 620 626 
Total747 753 765 785 806 811 817 824 
Market segment as a percent of total ending units in service
Healthcare85.8 %86.1 %85.9 %86.0 %86.1 %85.7 %85.4 %85.0 %
Government4.4 %4.1 %4.2 %4.2 %4.2 %4.3 %4.4 %4.1 %
Large enterprise4.0 %3.9 %4.1 %4.1 %4.0 %4.1 %4.0 %3.9 %
Other(1)
5.8 %5.9 %5.8 %5.7 %5.7 %5.9 %6.2 %7.0 %
Total100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Account size ARPU
1 to 100 units$12.51 $12.66 $12.57 $12.02 $11.91 $12.03 $11.95 $11.80 
101 to 1,000 units9.06 9.14 9.16 8.75 8.56 8.75 8.66 8.44 
>1,000 units7.21 7.23 7.15 6.97 6.94 6.95 6.86 6.69 
Total$7.84 $7.89 $7.84 $7.59 $7.53 $7.59 $7.50 $7.40 
(1) Other includes hospitality, resort and indirect units




RECONCILIATION OF ADJUSTED OPERATING EXPENSES
(Unaudited and in thousands)
For the three months endedFor the six months ended
6/30/20246/30/20236/30/20246/30/2023
Operating expenses$29,508 $30,248 $59,526 $58,711 
Add back:
Depreciation and accretion
(1,067)(1,265)(2,135)(2,501)
Severance and restructuring(348)(108)(776)(118)
Adjusted operating expenses$28,093 $28,875 $56,615 $56,092 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months endedFor the six months ended
6/30/20246/30/20236/30/20246/30/2023
Net income$3,425 $4,733 $7,661 $7,850 
Add back:
Provision for income taxes1,426 1,698 2,333 3,623 
Other expense14 138 16 85 
Interest income(391)(354)(645)(626)
Depreciation and accretion
1,067 1,265 2,135 2,501 
EBITDA$5,541 $7,480 $11,500 $13,433 
Adjustments:
Stock-based compensation1,159 923 2,307 1,859 
Severance and restructuring348 108 776 118 
Adjusted EBITDA$7,048 $8,511 $14,583 $15,410 



v3.24.2
Cover
Jul. 24, 2024
Cover [Abstract]  
Document Period End Date Jul. 24, 2024
Entity Registrant Name SPOK HOLDINGS, INC
Entity Tax Identification Number 16-1694797
Entity Incorporation, State or Country Code DE
Entity File Number 001-32358
Entity Address, Postal Zip Code 22315
Entity Address, Address Line One 5911 Kingstowne Village Pkwy, 6th Floor
Entity Address, State or Province VA
Entity Address, City or Town Alexandria,
City Area Code 800
Local Phone Number 611-8488
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol SPOK
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Document Type 8-K
Entity Central Index Key 0001289945
Amendment Flag false
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