What changed in Spok Holdings, Inc's 2023 10-K compared to 2022?

Across the narrative sections we track, Spok Holdings, Inc (SPOK) added 214 paragraphs, removed 237, and edited 163 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+97/−123), Item 1A. Risk Factors (+62/−56), Item 1. Business (+36/−40).

Did Spok Holdings, Inc add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 62 new/edited paragraphs and 56 removed paragraphs versus the 2022 10-K.

What changed in Spok Holdings, Inc's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 97 new/edited paragraphs and 123 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this SPOK 10-K diff come from?

The source filings are Spok Holdings, Inc's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Spok Holdings, Inc's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Spok Holdings, Inc's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+214 added−237 removedSource: 10-K (2024-02-22) vs 10-K (2023-02-23)

Top changes in Spok Holdings, Inc's 2023 10-K

214 paragraphs added · 237 removed · 163 edited across 6 sections

Item 7. Management's Discussion & Analysis+97 / −123 · 70 edited
Item 1A. Risk Factors+62 / −56 · 44 edited
Item 1. Business+36 / −40 · 31 edited
Item 5. Market for Registrant's Common Equity+13 / −12 · 12 edited
Item 2. Properties+4 / −4 · 4 edited

Item 1. Business

Business — how the company describes what it does

31 edited+5 added−9 removed113 unchanged

2022 filing

2023 filing

Biggest changeWe recognize the value and contributions of individuals with a wide range of capabilities, experience, and perspectives, and draw upon this diversity to create value for our customers and maintain an effective and engaged workforce. Spok is committed to maintaining a work environment free from discrimination and harassment, and one where employees are treated with dignity and respect.

Biggest changeAs a global company, Spok strives to create an environment that embraces diversity and fosters inclusion. We recognize the value and contributions of individuals with a wide range of capabilities, experience, and perspectives, and draw upon this diversity to create value for our customers and maintain an effective and engaged workforce.

For wireless services that we do not provide directly, we contract with and invoice an intermediary for airtime services. For our software sales, relationships with alliance partners assist us in broadening the distribution of our products and further diversifying into markets outside of the healthcare provider vertical as well as in the Asia Pacific regions.

The timing for a direct sale varies but may take from 6 to 18 months depending on the type and scope of software solution. The indirect sales channel complements our direct sales force. Through relationships with alliance partners we are able to sell our solutions to a wider customer base.

The timing for a direct sale varies but may take from six to 18 months depending on the type and scope of software solution. The indirect sales channel complements our direct sales force. Through relationships with alliance partners, we are able to sell our solutions to a wider customer base.

We also sell devices to resellers who lease or resell them to their subscribers and then sell messaging services utilizing our networks. Wireless products and services revenue represented 56%, 55% and 56% of total consolidated revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

We also sell devices to resellers who lease or resell them to their subscribers and then sell messaging services utilizing our networks. Wireless products and services revenue represented 55%, 56% and 55% of total consolidated revenue for the years ended December 31, 2023, 2022 and 2021, respectively.

We will continue to evaluate how best to deploy our capital resources to support sustainable business growth and maximize stockholder value. We expect to continue to pay a quarterly dividend of $0.3125 per share of common stock, or $1.250 annually, in 2023.

All information technology and national security systems that exchange and use information to enable units or forces to operate effectively in joint, combined, coalition and interagency operations and simulations must be certified. Once a system has been certified under this program, the certification must be renewed every four years or after any changes that may affect interoperability.

All information technology and national security systems that exchange and use information to enable units or forces to operate effectively in joint, combined, coalition and interagency operations and simulations must be certified. Once a system has been certified under this program, the certification must be renewed every three to six years or after any changes that may affect interoperability.

Our wide-ranging customer base allows for low customer revenue concentration and as a result, no single customer accounted for more than 10% of our total revenues in 2022, 2021 or 2020.

Our wide-ranging customer base allows for low customer revenue concentration and as a result, no single customer accounted for more than 10% of our total revenues in 2023, 2022 or 2021.

We pursue close, long-term relationships with our customers because we believe strong customer relationships enable us to retain our current customer base and expand our services and revenue to that customer base. Competition The competitors and degree of competition vary among our various product categories. Competition is particularly strong for our wireless messaging services.

We pursue close, long-term relationships with our customers because we believe strong customer relationships enable us to retain our current customer base and expand our services and revenue to that customer base. 11 Table of Contents Competition The competitors and degree of competition vary among our various product categories. Competition is particularly strong for our wireless messaging services.

We monitor discussions at the FCC and FDA on pending changes in regulatory policy or regulations; however, we are unable to predict what changes, if any, may occur in 2023 to regulatory policy or regulations.

We monitor discussions at the FCC and FDA on pending changes in regulatory policy or regulations; however, we are unable to predict what changes, if any, may occur in 2024 to regulatory policy or regulations.

This competition has intensified as prices for the services of mobile 11 Table of Contents telephone companies have declined and messaging capabilities are generally available in today's mobile phone devices. Many of these companies possess far greater financial, technical and other resources than we do.

This competition has intensified as prices for the services of mobile telephone companies have declined and messaging capabilities are generally available in today's mobile phone devices. Many of these companies possess far greater financial, technical and other resources than we do.

With larger organizations like Microsoft Corporation and Oracle Corporation entering the market in which we operate, they may have a competitive advantage through aggressive pricing power, established brand recognition, extensive capital resources, and broader delivery and distribution channels. Human Capital At December 31, 2022 and 2021, we had 376 and 563 full time equivalent ("FTE") employees, respectively.

With larger organizations like Microsoft Corporation and Oracle Corporation entering the market in which we operate, they may have a competitive advantage through aggressive pricing power, established brand recognition, extensive capital resources, and broader delivery and distribution channels. Human Capital At December 31, 2023 and 2022, we had 384 and 376 full time equivalent ("FTE") employees, respectively.

Within our target market, we have identified and focused our efforts to address the following dynamics: • A heightened awareness of the ubiquitous, critical role of communications in healthcare; • An increased focus within hospitals on quality of care and patient safety initiatives; • The importance of confidentiality when sharing information; • Increased regulations that may result in process changes, increased documentation and reporting and increased costs; • A continuing focus within hospitals to reduce labor and administrative costs while increasing productivity; and • A broader proliferation of information technology in healthcare as hospitals strive to apply technology to address their operational issues.

Within our target market, our efforts continue to remain focused on addressing the following dynamics: • A heightened awareness of the ubiquitous, critical role of communications in healthcare; • An increased focus within hospitals on quality of care and patient safety initiatives; • The importance of confidentiality when sharing information; • Increased regulations that may result in process changes, increased documentation and reporting and increased costs; • A continuing focus within hospitals to reduce labor and administrative costs while increasing productivity; and • A broader proliferation of information technology in healthcare as hospitals strive to apply technology to address their operational issues.

We believe our intellectual property distinguishes our business from our competition and is integral to our continued success in the area of clinical communication and collaboration solutions. The expiration dates of these trademarks range from 2023 to 2033 and can be extended for 10-year periods upon renewals.

We believe our intellectual property distinguishes our business from our competition and is integral to our continued success in the area of clinical communication and collaboration solutions. The expiration dates of these trademarks range from 2024 to 2034 and can be extended for 10-year periods upon renewals.

(This website address is for information only and is not intended to be an active link or to incorporate any website information into this 2022 Annual Report on Form 10-K ("2022 Form 10-K").) We deliver smart, reliable clinical communication and collaboration solutions to help protect the health, well-being, and safety of people in the United States and abroad, on a limited basis, in Europe, Canada, Australia, Asia and the Middle East.

(This website address is for information only and is not intended to be an active link or to incorporate any website information into this Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K").) We deliver smart, reliable clinical communication and collaboration solutions to help protect the health, well-being, and safety of people in the United States and abroad, on a limited basis, in Europe, Canada, Australia, Asia and the Middle East.

As certain industries have been challenged during the pandemic, many organizations are motivated to reduce costs and improve efficiencies while others attempt to enter new markets with complementary or divergent product offerings and drive growth.

As certain industries have been challenged during the pandemic, many organizations are motivated to reduce costs and 12 Table of Contents improve efficiencies while others attempt to enter new markets with complementary or divergent product offerings and drive growth.

We submit and receive JITC certification for certain of our products through the Defense Information Systems Agency, which allows us to sell and implement our solutions at federal government agencies. We currently certify a console, web, speech, mass notification, public safety answering point, call recording and campus 911 product with JITC.

We submit and receive JITC certification for certain of our products through the Defense Information Systems Agency, which allows us to sell and implement our solutions at federal government agencies. We currently certify a console, web, public safety answering point and call recording products with JITC.

We may also use third-party professional services firms as supplemental resources to implement our solutions for customers as needed. Professional services revenue represented 9% of total consolidated revenue for the year ended December 31, 2022 and 12% each for the years ended December 31, 2021 and 2020.

We may also use third-party professional services firms as supplemental resources to implement our solutions for customers as needed. Professional services revenue represented 11%, 9% and 12% of total consolidated revenue for the years ended December 31, 2023, December 31, 2022 and 2021, respectively.

Our employees are not represented by labor unions or covered by a collective bargaining agreement. Employee Health, Safety and Well-Being Spok is committed to conducting its business operations in a manner that protects the health and safety of its employees, visitors, contractors and the public, and reduces risks within our work centers.

Employee Health, Safety and Well-Being Spok is committed to conducting its business operations in a manner that protects the health and safety of its employees, visitors, contractors and the public, and reduces risks within our work centers.

Additionally, the Communications Assistance to Law Enforcement Act of 1994, ("CALEA") and certain rules implementing CALEA require some telecommunication companies, including Spok, to design and/or modify their equipment in order to allow law enforcement personnel to "wiretap" or otherwise intercept messages.

By law, we are permitted to bill our customers for these regulatory costs and we typically do so. Additionally, the Communications Assistance to Law Enforcement Act of 1994, ("CALEA") and certain rules implementing CALEA require some telecommunication companies, including Spok, to design and/or modify their equipment in order to allow law enforcement personnel to "wiretap" or otherwise intercept messages.

Maintenance revenue) represented 27% of total consolidated revenue for the years ended December 31, 2022 and 2021, and 26% for the year ended December 31, 2020. 10 Table of Contents Sources of Equipment We do not manufacture the messaging devices our customers need to make use of our wireless services or the network equipment we use to provide wireless messaging services.

Software license updates and product support revenue (i.e., Maintenance revenue) represented 27% of total consolidated revenue for each of the years ended December 31, 2023, 2022 and 2021. Sources of Equipment We do not manufacture the messaging devices our customers need to make use of our wireless services or the network equipment we use to provide wireless messaging services.

As part of the restructuring of our business in connection with the strategic business plan announced by our Board of Directors in February 2022, we eliminated 176 positions, primarily in research and development, and also in professional services, 12 Table of Contents selling and marketing, and back-office support functions.

As part of the restructuring of our business in connection with the strategic business plan announced by our Board of Directors in February 2022, we eliminated 176 positions, primarily in research and development, and also in professional services, selling and marketing, and back-office support functions. Our employees are not represented by labor unions or covered by a collective bargaining agreement.

Intellectual Property As of December 31, 2022, we held 74 trademarks and five patents, as well as four pending trademarks and one pending patent, which we believe are important to protect our intellectual property.

Intellectual Property As of December 31, 2023, we held 87 trademarks and three patents, as well as three pending trademarks and no pending patents, which we believe are important to protect our intellectual property.

We currently have inventory and network equipment on hand that we believe will be sufficient to meet our wireless and software equipment requirements for the foreseeable future. However, the COVID-19 pandemic has contributed to global supply chain disruptions from which we are not immune.

We currently have inventory and network equipment on hand that we believe will be sufficient to meet our wireless and software equipment requirements for the foreseeable future.

These foreign ownership restrictions limit the percentage of stockholders’ equity that may be owned or voted, directly or indirectly, by non-United States citizens or their representatives, foreign governments or their representatives, or foreign corporations. Our Amended and Restated Certificate of Incorporation permits the redemption of our equity from stockholders where necessary to ensure compliance with these requirements.

We believe that by promoting and supporting inclusiveness and by leveraging our organization’s diversity, we have a competitive advantage that allows us to innovate and draw from our workforce’s differing perspectives.

Spok has a council composed of employees and executive sponsors to provide feedback and make recommendations regarding our diversity and inclusion policies and practices. We believe that by promoting and supporting inclusiveness and by leveraging our organization’s diversity, we have a competitive advantage that allows us to innovate and draw from our workforce’s differing perspectives.

The E9-1-1 software provides real-time, onsite notification when 9-1-1 is dialed, and works to decrease emergency response time. Services We offer a variety of professional services to assist our customers in the successful implementation of, and to maximize the benefits obtained from the use of, our software solutions.

Services We offer a variety of professional services to assist our customers in the successful implementation of, and to maximize the benefits obtained from the use of, our software solutions.

The FCC’s rules require us to pay a variety of fees that increase our costs of doing business. For example, the FCC requires licensees, including Spok, to pay levies and fees, such as universal service fees, to cover the costs of certain 13 Table of Contents regulatory programs and to promote various other societal goals.

For example, the FCC requires licensees, including Spok, to pay levies and fees, such as universal service fees, to cover the costs of certain regulatory programs and to promote various other societal goals. These requirements increase the cost of the services we provide.

In February 2022, our Board of Directors announced a new strategic business plan. In accordance with this plan, we discontinued Spok Go and successfully eliminated all associated costs. We have completed rightsizing the Company to focus on cash flow and stabilizing revenue in our Spok Care Connect and Wireless products and service lines.

In February 2022, our Board of Directors announced a new strategic business plan. In accordance with this plan, in 2022, we discontinued Spok Go and successfully eliminated all associated costs.

The decrease in the professional services revenue for 2022 was from having lower billable hours as a result of our efforts to better align staffing levels with our backlog as well as to drive greater profitability through more efficient services delivery. • Software License Updates and Product Support (Maintenance): Software license updates and product support, which is generally referred to as maintenance when sold to customers, is an important offering to customers who utilize our on-premise software solutions.

Professional services revenue increased in 2023 primarily as a result of improvements in resource utilization. 10 Table of Contents • Software License Updates and Product Support (Maintenance): Software license updates and product support, which is generally referred to as maintenance when sold to customers, is an important offering to customers who utilize our on-premise software solutions.

The interoperability certification process consists of four basic steps, which are: • Identify (interoperability) requirements; • Develop certification approach (planning); • Perform interoperability test and evaluation; and • Report certifications and statuses.

The interoperability certification process consists of the following steps: • Identify requirements, such as general availability of the software; • Develop certification approach and submit for government sponsorship; • Perform interoperability testing, including setup, cybersecurity and mitigation strategies; and • Publish approved certifications and report statuses.

We refuse to accept or tolerate harassment or discrimination against any employee or applicant for employment. Spok has a council composed of employees and executive sponsors to provide feedback and make recommendations regarding our diversity and inclusion policies and practices.

Spok is committed to maintaining a work environment free from discrimination and harassment, and one where employees are treated with dignity and respect. We refuse to accept or tolerate harassment or discrimination against any employee or applicant for employment.

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Industry Overview In March 2020, the World Health Organization declared COVID-19 a global pandemic. The pandemic has had a severe impact on the global economy and has caused a significant strain on the healthcare industry.

Added

Since 2022, our focus has been and will continue to be on prioritizing generation of cash flow and maximizing revenue in our Spok Care Connect and Wireless products and service lines. Industry Overview The United States healthcare market continues to experience significant change.

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While the impact of COVID-19 has varied greatly from one organization or region to the next, in general, reducing costs was a critical theme for the healthcare provider industry in 2020 and 2021. Aside from the serious impact that COVID-19 has had on the healthcare industry, the United States healthcare market continues to experience significant change.

Added

We expect to continue to build our alliance partner relationships to expand and broaden our distribution efforts in 2024.

Removed

We will continue to expand partnership efforts in 2023.

Added

The E9-1-1 software provides real-time, onsite notification when 9-1-1 is dialed, and works to decrease emergency response time.

Removed

Software license updates and product support revenue (i.e.

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Hosted Solution • Spok Care Connect® Hosted Solution: Provides hospitals and healthcare systems with remote access to Spok Care Connect® solutions (currently Spok® Healthcare Console, Spok® Web-Based Directory, Spok® Web-Based On-Call Scheduling and Spok Mobile®) and reduces the burden on information technology resources while providing immediate access to Spok solutions.

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These disruptions may contribute to delayed production of certain of the products that we offer, including, but not limited to, GenA pagers, which are assembled with certain microchip technology that has experienced, and may continue to experience, shortages. Such shortages may result in delayed delivery of the products that we offer to customers.

Added

Our Amended and Restated Certificate of Incorporation permits the redemption of our equity from stockholders where necessary to ensure compliance with these requirements. 13 Table of Contents The FCC’s rules require us to pay a variety of fees that increase our costs of doing business.

Removed

The COVID-19 pandemic continues to affect our policies with regard to our employees, whose health and safety is our highest priority.

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Following strategies recommended by the Centers for Disease Control and Prevention, we have continued to follow enhanced safety measures, including performing enhanced cleaning procedures in our offices, providing remote work arrangements for our office-based employees, and liberal leave policies for employees who may be affected by illness, isolation or childcare obligations.

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We are compliant with all federal, state and local regulations as applicable. Diversity and Inclusion As a global company, Spok strives to create an environment that embraces diversity and fosters inclusion.

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These requirements increase the cost of the services we provide. By law, we are permitted to bill our customers for these regulatory costs and we typically do so.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+18 added−12 removed119 unchanged

2022 filing

2023 filing

Biggest changeWith respect to our Enterprise Reporting and Management systems and data storage, and other operational needs, we rely on third-party data centers and services for maintaining accessibility, reliability and uninterrupted connectivity, among other things. 21 Table of Contents A significant number of the systems making up this infrastructure are not redundant, and our disaster recovery planning may not be sufficient for every eventuality, such as a ransomware attack that encrypts some or all of our or our service providers' systems, data or infrastructure.

Biggest changeOur wireless services depend on connectivity provided by third-party satellite network services that could fail and result in a loss of service to our customers. With respect to our Enterprise Reporting and Management systems and data storage, and other operational needs, we rely on third-party data centers and services for maintaining accessibility, reliability and uninterrupted connectivity, among other things.

Adverse changes in the economic environment could adversely impact our ability to increase the prices we charge for our offerings, while effectively managing customer churn, or successfully market and sell our wireless and software solutions to healthcare customers.

Adverse changes in the economic environment could adversely impact our ability to increase the prices we charge for our offerings, while effectively managing customer churn, or to successfully market and sell our wireless and software solutions to healthcare customers.

We face significant competition for experienced personnel, and many of our competitors have greater name recognition and financial resources than we have. If we hire employees from competitors or other companies, former employers may assert claims against us for breach of legal obligations to the former employer, resulting in a diversion of our time and resources.

We face significant competition for experienced personnel, and many of our competitors for talent have greater name recognition and financial resources than we have. If we hire employees from competitors or other companies, former employers may assert claims against us for breach of legal obligations to the former employer, resulting in a diversion of our time and resources.

Each month we need to spend substantial time, effort, and expense on our marketing and sales efforts that may not result in future revenue. We may be unable to find vendors able to supply us with wireless paging equipment based on future demands. We purchase paging equipment from third-party vendors.

Each month we need to spend substantial time, effort, and expense on our marketing and sales efforts that may not result in future revenue. We may be unable to find vendors that are able to supply us with wireless paging equipment based on future demands. We purchase paging equipment from third-party vendors.

Accidental or willful cyberattacks, breaches or other unauthorized access events committed or enabled by third parties or by our employees or contractors (for example, due to social engineering or phishing attacks) can impact the security of our facilities, our systems or the systems of our third-party providers, and the information maintained in such systems.

Accidental or willful cyberattacks, breaches or other unauthorized access events committed or enabled by third parties or by our employees or contractors (for example, due to social engineering or phishing attacks) can impact the security of or disrupt access to our facilities, our systems or the systems of our third-party providers, and the information maintained in such systems.

If any of our products, including products of companies we have acquired, or third-party components used in our products, contain defects or bugs, or have reliability, quality or compatibility problems, we may not be able to successfully design workarounds or resolve these issues.

If any of our products, including products of companies we have acquired, or third-party components used in our products, contain defects, vulnerabilities or bugs, or have reliability, quality or compatibility problems, we may not be able to successfully design workarounds or resolve these issues.

Any defects we do not detect and fix in pre-release testing could result in reduced sales and revenue, damage to our reputation, repair or remediation costs, delays in the release of new products or versions or legal liability.

Any defects or vulnerabilities we do not detect and fix in pre-release testing could result in reduced sales and revenue, damage to our reputation, repair or remediation costs, delays in the release of new products or versions or legal liability.

Software products, such as those we offer, may contain defects and bugs when they are first introduced or as new versions are released, or their release may be delayed due to unforeseen difficulties during product development.

Software products, such as those we offer, may contain defects, vulnerabilities and bugs when they are first introduced or as new versions are released, or their release may be delayed due to unforeseen difficulties during product development.

New hires require significant training and may take significant time before they achieve full productivity. Based on past experience, we expect new sales team members to reach full productivity after nine months of employment.

We may be required to expend significant resources to protect against the threat of these system disruptions or to remediate or otherwise alleviate problems caused by such disruptions.

We may be required to expend significant resources to protect against the threat of these IT System disruptions or to remediate or otherwise alleviate problems caused by such disruptions.

The CCPA requires (and the CPRA will require) covered businesses to, among other things, provide certain disclosures to California consumers and afford such consumers certain privacy rights. The CCPA provides for civil penalties for violations, as well as a private right of action for certain security breaches that may increase security breach litigation.

The CCPA and CPRA require covered businesses to, among other things, provide certain disclosures to California consumers and afford such consumers certain privacy rights. The CCPA provides for civil penalties for violations, as well as a private right of action for certain security breaches that may increase security breach litigation.

ITEM 1A. RISK FACTORS The following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this 2022 Form 10-K or presented elsewhere by management from time to time.

ITEM 1A. RISK FACTORS The following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this 2023 Form 10-K or presented elsewhere by management from time to time.

In addition, if the license terms for the open source code change, we may be forced to re-engineer our software or incur additional costs. Some of our products and services include other software or intellectual property licensed from third parties, and we also use software and other intellectual property licensed from third parties in our business.

In addition, if the license terms for the open source code change, we may be forced to re-engineer our software or incur additional costs. 20 Table of Contents Some of our products and services include other software or intellectual property licensed from third parties, and we also use software and other intellectual property licensed from third parties in our business.

For example, we maintained a valuation allowance of $2.3 million and $24.2 million at December 31, 2022 and 2021, respectively, to reduce net deferred income tax assets as their realization did not meet the applicable more-likely-than-not criterion. If our long-lived assets or goodwill become impaired, we may be required to record significant impairment charges.

For example, we maintained a valuation allowance of $2.3 million at December 31, 2023 and 2022 to reduce net deferred income tax assets as their realization did not meet the applicable more-likely-than-not criterion. If our long-lived assets or goodwill become impaired, we may be required to record significant impairment charges.

A lack of paging equipment could impact our ability to provide certain wireless messaging services and could have a material adverse effect on our business, leading to additional wireless revenue erosion. We may be unable to maintain successful relationships with our channel partners.

A lack of paging equipment could impact our ability to provide certain wireless messaging services and could have a material adverse effect on our business, leading to additional wireless revenue erosion. 19 Table of Contents We may be unable to maintain successful relationships with our channel partners.

The frequency and scope of cyberattacks has been steadily increasing, and attackers are increasingly sophisticated, using tools and techniques that we and our service providers may be unable to detect or identify, or that may cause significant delays in our detection or identification.

The frequency and scope of cyberattacks has been steadily increasing, and attackers are increasingly sophisticated, using tools and techniques, including artificial intelligence, that we and our service providers may be unable to detect or identify, or that may cause significant delays in our detection or identification.

Protecting our intellectual property rights can be costly and time consuming. 20 Table of Contents We seek to maintain certain of our intellectual property rights as trade secrets, including the source code for many of our software solutions and innovations.

Protecting our intellectual property rights can be costly and time consuming. We seek to maintain certain of our intellectual property rights as trade secrets, including the source code for many of our software solutions and innovations.

The inability to reduce wireless operating expenses would have a material adverse impact on our business, financial condition, operating results and ability to pay cash dividends to stockholders. Technical problems and higher costs may affect our product development initiatives.

The inability to reduce wireless operating expenses would have a material adverse impact on our business, financial condition, operating results and ability to pay cash dividends to stockholders. 18 Table of Contents Technical problems and higher costs may affect our product development initiatives.

In addition, the existence of computer viruses, malware or security vulnerabilities in our or our service providers' data, software, products or services, as well as external cyberattacks and data breaches, could expose us to the risks of corruption, loss, and misappropriation of proprietary and confidential information.

In addition, computer viruses, malware (for example, ransomware) or security vulnerabilities in our or our service providers' data, software, products or services, as well as external cyberattacks and data breaches, could expose us to the risks of corruption, loss, and misappropriation of proprietary and confidential information.

These customers, both non-profit and for-profit, are greatly affected by macroeconomic conditions, the COVID-19 pandemic, healthcare reform legislation and the reimbursement policies of federal and state governments and health insurance companies, and any decline in revenue received by our customers due to adverse economic conditions or legislative or regulatory changes could significantly affect the type and amount of services and products they order from us.

These customers, both non-profit and for-profit, are greatly affected by macroeconomic conditions, pandemics or other public health emergencies, healthcare reform legislation and the reimbursement policies of federal and state governments and health insurance companies, and any decline in revenue received by our customers due to adverse economic conditions, pandemics or other public health emergencies, or legislative or regulatory changes could significantly affect the type and amount of services and products they order from us.

We may not carry business interruption insurance sufficient to protect us from all losses that may result from interruptions in our services as a result of technology infrastructure failures or cyberattacks, or to cover all contingencies.

We may not carry business interruption insurance sufficient to protect us from all losses that may result from interruptions in our services as a result of IT Systems and infrastructure failures or cyberattacks, or to cover all contingencies.

Any theft, misuse of, or unauthorized access to confidential, personal or proprietary information as a result of such incidents could result in, among other things, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitive information, difficulty in marketing our products, increased costs of investigation, remediation and compliance, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties (including class actions) and possible financial obligations for liabilities and damages related to the theft or misuse of such information, regulatory investigations and enforcement actions, as well as fines and other sanctions pursuant to data privacy and security rules and regulations, any or all of which could have a material adverse effect on our reputation, operations, business, profitability and financial condition.

Any cyberattack or incident that compromises the confidentiality, integrity or availability of IT Systems or Confidential Information, for example, the theft, misuse of, or unauthorized access to Confidential Information, could result in, among other things, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitive information, difficulty in marketing our products, increased costs of investigation, remediation and compliance, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties (including class actions) and possible financial obligations for liabilities and damages related to the theft or misuse of such information, regulatory investigations and enforcement actions, as well as fines and other sanctions pursuant to data privacy and security rules and regulations, any or all of which could have a material adverse effect on our reputation, operations, business, profitability and financial condition.

Our software revenue growth results from a long sales cycle that from initial contact to final sales order may take 6 to 18 months, depending on the type of software solution.

We may experience a long sales cycle for our software products. Our software revenue growth results from a long sales cycle that from initial contact to final sales order may take six to 18 months, depending on the type of software solution.

An actual or alleged failure to comply, which could result in negative publicity, reduce demand for our offerings, increase the cost of compliance, require changes in business practices that result in reduced revenue, restrict our ability to provide our offerings in certain locations, result in our customers’ inability to use our offerings and prohibit data transfers or result in other claims, liabilities or sanctions, including fines, and could have an adverse effect on our business, financial condition, operating results and cash flows.

Our wireless products are regulated by the FCC and, to a lesser extent, state and local regulatory authorities. Changes in regulation could result in increased costs to us and our customers. 24 Table of Contents We are subject to regulation by the FCC and, to a lesser extent, by state and local authorities.

Changes in regulation could result in increased costs to us and our customers. We are subject to regulation by the FCC and, to a lesser extent, by state and local authorities.

In particular, to continue to enhance our software solutions, add new and innovative core functionality and services and develop new products, it is critical for us to maintain a strong research and development organization, including hiring and retaining highly skilled software engineers. Competition for talent is intense within our industry, and there continues to be upward pressure on compensation.

We are dependent on the U.S. healthcare provider industry for most of our revenue. We generate more than 75% of our revenue from sales to hospitals and other healthcare provider organizations in the United States.

We generate more than 75% of our revenue from sales to hospitals and other healthcare provider organizations in the United States.

UNRESOLVED STAFF COMMENTS We had no unresolved SEC staff comments as of February 23, 2023.

UNRESOLVED STAFF COMMENTS We had no unresolved SEC staff comments as of February 22, 2024.

System disruptions and security threats to our computer networks, satellite control or telecommunications systems, or to those of our service providers, could have a material adverse effect on our business. The performance and reliability of our computer network and telecommunications systems infrastructure, as well as the technology infrastructure of third parties, are critical to our operations.

System disruptions and security threats to our computer networks, satellite control or telecommunications systems, or to those of our service providers, could have a material adverse effect on our business. The performance and reliability of computer systems, hardware, software and satellite networks and telecommunications systems infrastructure (collectively, “IT Systems”) is critical to our operations.

As mobile communications technology evolves, competitors that provide wireless broadband data services may lower their prices to customers that approach, meet or undercut our prices for paging services. We are unable to predict how customer perceptions of the value of our wireless services will be impacted by the development of new wireless technologies.

In addition to competition, our customer base may be impacted by the introduction of new technologies. As mobile communications technology evolves, competitors that provide wireless broadband data services may lower their prices to customers that approach, meet or undercut our prices for paging services.

For example, in the U.S., the state of California enacted the California Consumer Privacy Act ("CPPA"), which came into effect on January 1, 2020, and the California Privacy Rights Act (“CPRA”), which will expand upon the CCPA and go into effect in January 2023 (with a lookback period until January 2022).

For example, in the U.S., the state of California enacted the California Consumer Privacy Act ("CCPA"), which came into effect in January 2020, and the California Privacy Rights Act (“CPRA”), which came into effect in January 2023, expanding upon the CCPA.

This adverse impact, including results of any continuing effects of the COVID-19 pandemic, could increase the rate of gross subscriber cancellations and/or the level of revenue erosion for our wireless business and could cause delays in or the loss of software revenue or bookings, which impacts license, professional services, equipment and subscription revenues.

Adverse economic conditions could increase the rate of gross subscriber cancellations and/or the level of revenue erosion for our wireless business and could cause delays in or 17 Table of Contents the loss of software revenue or bookings, which impacts license, professional services, hardware and subscription revenues.

In addition, new competitors may emerge as a result of changing dynamics and trends in the market and industry, and we may not be adequately prepared to respond to these changes in the healthcare landscape. If we are unable to compete effectively, our business, financial condition, operating results and ability to pay cash dividends to stockholders may be adversely affected.

While we are able to expand our candidate pool by opening our opportunities nationwide, allowing us to be more competitive, the job market continues to be a challenge everywhere, making it vitally important to retain our current team members. When considering employment opportunities, candidates and existing employees often consider the value of the equity awards.

In addition, the job market for technology roles has historically been very competitive. While we are able to expand our candidate pool by opening our opportunities nationwide, allowing us to be more competitive, the job market continues to be a challenge everywhere, making it vitally important to retain our current team members.

Such transactions may not generate additional revenue or profit for us, or may take longer than expected to do so, which may adversely affect our business, financial condition, operating results and cash flows. Our business, financial condition and operating results have been, and in the future may be, adversely affected by the COVID-19 pandemic.

Such transactions may not generate additional revenue or profit for us, or may take longer than expected to do so, which may adversely affect our business, financial condition, operating results and cash flows. Economic conditions that are largely out of our control may adversely affect our financial condition and statement of operations.

This economic uncertainty can add to the unpredictability of decision-making and lengthen our sales cycle. Further, the uncertainty created by the possibility of additional healthcare reform legislation is impacts customer decision making and information technology plans in our key healthcare market. We are unable to predict the full consequences of this uncertainty on our operations.

This economic uncertainty can add to the unpredictability of decision-making and lengthen our sales cycle. We are unable to predict the full consequences of this uncertainty on our operations.

If the actual or perceived value of our equity awards declines, or if the price of our common stock experiences significant volatility, this may adversely affect our ability to recruit and retain highly skilled employees. As a result, we may have greater difficulty hiring and retaining skilled personnel than some of our competitors.

When considering employment opportunities, candidates and existing employees often consider the value of equity awards. If the actual or perceived value of our equity awards declines, or if the price of our common stock experiences significant volatility, this may adversely affect our ability to recruit and retain highly skilled employees.

Additionally, this perceived uncertainty may contribute to an increase in churn of existing customers. 16 Table of Contents If we are unable to deliver effective customer support, our relationships with our existing customers and our ability to attract new customers could be harmed Our revenue growth depends, in part, on our ability to satisfy our customers, including by providing continued customer support, which may contribute to increased customer retention and adoption and utilization of our wireless services and software solutions.

Our revenue growth depends, in part, on our ability to satisfy our customers, including by providing continued customer support, which may contribute to increased customer retention and adoption and utilization of our wireless services and software solutions.

We also routinely transmit and receive proprietary and confidential information, including through third parties, which makes that information vulnerable to interception, misuse or mishandling. We utilize a security framework that includes security policies and procedures, security appliances and software, third-party vulnerability testing, business continuity plans, and other administrative, physical and technical measures.

We also routinely transmit and receive proprietary and Confidential Information, including through third parties, which makes that information vulnerable to interception, misuse or mishandling.

There is a risk that competitors may innovate or partner faster than we do. • Employee Retention . The items noted above may challenge the ability of employees to generate sales, which may affect morale and employee retention. • Customer Uncertainty .

There is a risk that competitors may innovate or partner faster than we do. • Employee Retention .

There can be no assurance that provisions in our license agreements that limit our exposure to liability will be sufficient or withstand legal challenge. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products.

Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our or a critical third party's products or otherwise exploit any security vulnerabilities of such products. We are dependent on the U.S. healthcare provider industry for most of our revenue.

This technology infrastructure may be vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, software errors and other events. Any computer system or satellite network error or failure, regardless of cause, could result in a substantial outage that materially disrupts our operations.

Any IT System (such as a satellite network) error or failure, regardless of cause, could result in a substantial outage that materially disrupts our operations.

Our security controls are designed to maintain the physical security of our facilities and to protect the systems that process and store our customers’, suppliers’ and employees’ confidential information, as well as our own proprietary information.

In addition, we and various third parties collect, process and store our customers’, suppliers’ and employees’ confidential information, as well as our own proprietary business information (collectively, "Confidential Information").

We and our service providers have, from time to time, been subject to unauthorized network intrusions, malware and other cyberattacks. We expect cyberattacks to continue, as we are an attractive target for such attacks given our customer base and industry.

We and our service providers are routinely subjected to cyberattacks such as denial of service, attempted unauthorized network intrusions, malware, viruses, social engineering (phishing), ransomware attacks or other persistent cyber threats.

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In addition, the job market in the Minneapolis-St. Paul area, where the majority of our software developers are located, has historically been very competitive.

Added

Competition for talent is intense within our industry, and there continues to be upward pressure on compensation especially as a result of higher inflation.

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The discontinuation of Spok Go may create a perception of uncertainty regarding our future operations, which may limit our ability to sell products and services to prospective customers.

Added

As a result, we may have greater difficulty hiring and retaining skilled personnel than some of our competitors.

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Our business, financial condition and operating results have been, and in the future may be, adversely affected by the COVID-19 pandemic.

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The items noted above may challenge the ability of employees to generate sales, which may affect morale and employee retention. 16 Table of Contents If we are unable to deliver effective customer support, our relationships with our existing customers and our ability to attract new customers could be harmed.

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Beginning in early 2020, the COVID-19 pandemic caused delays in, or the loss of, revenue from services that required onsite implementation, as well as delays in, or the loss of, software bookings, which directly impacted license and services revenues, as healthcare organizations put these projects on hold to focus limited resources 17 Table of Contents and personnel capacity towards the treatment of COVID-19.

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We are unable to predict how customer perceptions of the value of our wireless services will be impacted by the development of new wireless technologies.

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The COVID-19 pandemic also contributed to global supply chain disruptions, including delayed production of certain products that we offer, such as our GenA pagers. The extent to which COVID-19 may impact our results in the future will depend on future developments, which are highly uncertain and cannot be predicted.

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In addition, we do not control the quality, security or testing of various third-party software, hardware or infrastructure products that are utilized in our business. There can be no assurance that provisions in our license agreements that limit our exposure to liability will be sufficient or withstand legal challenge.

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These developments may include the emergence of new COVID-19 variants of concern, as well as actions taken to further contain the virus or treat its impact, the possible reinstatement of government or other restrictions implemented in certain locations, and the acceptance, distribution and effectiveness of new and existing vaccines and other medications to treat and prevent the spread of COVID-19.

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We own and manage certain IT Systems but rely heavily on critical IT Systems that are owned and/or managed by third parties. These IT Systems may be vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, software errors and other events.

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Economic conditions that are largely out of our control may adversely affect our financial condition and statement of operations.

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Our disaster recovery planning may not be sufficient for every eventuality, such as a ransomware attack that encrypts some or all of our or our service providers' IT Systems, data or infrastructure.

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If we are unable to compete effectively, our business, financial condition, operating results and ability to pay cash dividends to stockholders may be adversely affected. 18 Table of Contents In addition to competition, our customer base may be impacted by the introduction of new technologies.

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We rely on data centers and other systems and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to operate our business. Any major interruption or performance problems with these systems, technologies and networks may adversely affect our business and operating results.

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We do not anticipate any flexibility in increasing prices for our wireless services, notwithstanding general inflation, due to an unrelenting focus by our customers on their cost structures, and our customers could be slow to invest in our software products and professional services due to budgetary pressures. 19 Table of Contents We may experience a long sales cycle for our software products.

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We rely on data centers and other systems and technologies provided by third parties. If key third parties are unable to perform services for us because of service interruptions or extended outages, or because those services are no longer available on commercially reasonable terms, our expenses could increase.

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Our satellite network connections for our wireless services depend upon very small aperture terminals, many of which are based on decades-old technology or equipment that could fail and result in a loss of service to our customers.

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Switching our technology to another service provider, if available, could result in significant disruption, data loss or corruption, or unsuccessful data transfers could cause data to be incomplete or contain inaccuracies. We do not control, or in some cases have limited control over, the data center facilities we use.

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Unauthorized intrusions, data breaches or failures in cybersecurity measures adopted by us or our service providers and/or included in our products and services could have a material adverse effect on our business.

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These facilities are vulnerable to damage from earthquakes, floods, fires, power loss, telecommunications failures and similar events. These facilities may also be subject to theft, vandalism or other security related events.

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In addition, remote working arrangements that started during the COVID-19 pandemic may continue in the future, which increases the risk that threat actors will engage in social engineering and exploit vulnerabilities inherent in many non-corporate home networks.

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Despite precautions taken at these facilities, adverse events could result in lengthy interruptions in our services and the loss or corruption of, or unauthorized access to or acquisition of, customer data. In addition, the owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms.

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If we are required to relocate to another data center facility, we may not be able to rapidly identify and obtain new facilities, and we may incur significant costs or interruptions to our services, as a result. 21 Table of Contents Our ability to provide services to our customers depends on our ability to communicate with customers through the public internet and electronic networks owned and operated by third parties.

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A major failure or disruption of the internet or third-party networks could impede our ability to provide services to our customers, result in a loss of customers, subject us to potential liabilities, result in contract terminations or adversely affect our renewal rates.

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Cyberattacks, data breaches or other compromises to our or our critical third parties' systems, data, products or services could have a material adverse effect on our business. We rely heavily on a range of IT Systems for critical business operations.

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We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of IT Systems and Confidential Information.

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In addition, remote working arrangements at our Company and many third-party providers, increase cybersecurity risks due to the IT challenges associated with managing remote computing assets and vulnerabilities inherent in many non-corporate and home networks.

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In sum, there can also be no assurance that our or our third-party providers’ cybersecurity risk management programs, including relevant policies, processes and controls, will be fully implemented, complied with or effective in protecting IT Systems or Confidential Information that are critical to our business.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged

2022 filing

2023 filing

Biggest changeITEM 2. PROPERTIES In March 2021, we relocated our corporate headquarters to a commercial property located in Alexandria, Virginia, consisting of approximately 26,000 square feet of space under a lease. In September 2023, we exercised an early termination option for the lease and reduced the lease term by two years, with a revised end date of September 30, 2024.

These leases are for our active transmitters and are for various terms and provide for periodic lease payments at various rates. At December 31, 2022, we had 3,325 active transmitters on leased sites which provide service to our customers.

These leases are for our active transmitters and are for various terms and provide for periodic lease payments at various rates. At December 31, 2023, we had 3,215 active transmitters on leased sites which provide service to our customers.

At December 31, 2022, we owned three sm all parcels of land in three states in the United States. At December 31, 2022, we leased transmitter sites on commercial broadcast towers, buildings and other fixed structures, some of which are free of charge, in approximately 2,738 locatio ns throughout the United States.

At December 31, 2023, we owned three small parcels of land in three states in the United States. At December 31, 2023, we leased transmitter sites on commercial broadcast towers, buildings and other fixed structures, some of which are free of charge, in approximately 2,646 locations throughout the United States.

At December 31, 2022, we leased facility space, i ncluding our corporate headquarters, sales offices, technical facilities, warehouse and storage facilities in 47 locations in 24 states in the United States and one facility in the Middle East. The total leased space is approximately 117,000 square fe et.

At December 31, 2023, we leased facility space, i ncluding our corporate headquarters, sales offices, technical facilities, warehouse and storage facilities in 42 locations in 24 states in the United States and o ne facility in the Middle Eas t. The total leased space is approximately 89,000 square feet.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+1 added−0 removed7 unchanged

2022 filing

2023 filing

Biggest changeDecember 31, 2017 2018 2019 2020 2021 2022 Spok Holdings, Inc. $ 0.10 $ 0.09 $ 0.08 $ 0.08 $ 0.07 $ 0.07 NASDAQ Composite 0.10 0.10 0.13 0.19 0.24 0.16 NASDAQ Telecommunications 0.10 0.08 0.09 0.10 0.10 0.08 S&P Composite 1500 Health Care Technology Index 0.10 0.09 0.12 0.13 0.16 0.14 Purchases of Equity Securities by the Issuer and Affiliated Purchasers No common stock was repurchased by the Company (excluding the purchase of common stock for tax withholdings) during the twelve months ended December 31, 2022. 27 Table of Contents Repurchased shares of our common stock are accounted for as a reduction to common stock and additional paid-in-capital in the period in which the repurchase occurs.

Biggest changeDecember 31, 2018 2019 2020 2021 2022 2023 Spok Holdings, Inc. $ 100.00 $ 95.83 $ 91.66 $ 80.88 $ 83.40 $ 174.01 NASDAQ Composite 100.00 136.69 198.10 242.03 163.28 236.17 S&P Composite 1500 Health Care Technology Index 100.00 131.54 151.00 177.70 151.48 110.22 Purchases of Equity Securities by the Issuer and Affiliated Purchasers No common stock was repurchased by the Company (excluding the purchase of common stock for tax withholdings) during the three months ended December 31, 2023. 28 Table of Contents Repurchased shares of our common stock are accounted for as a reduction to common stock and additional paid-in-capital in the period in which the repurchase occurs.

Based on publicly available information and after considering any direct knowledge we may have, our combined cumulative change in ownership was an insignificant amount as of December 31, 2022 and 2021. ITEM 6. [RESERVED]

This cash dividend of approximately $6.3 million is expected to be paid from available cash on hand. 26 Table of Contents Performance Graph We began trading on the NASDAQ National Market ® on November 17, 2004.

This cash dividend of approximately $6.3 million is expected to be paid from available cash on hand. 27 Table of Contents Performance Graph We began trading on the NASDAQ National Market ® on November 17, 2004.

The chart assumes that on December 31, 2017, $100 was invested in our common stock and in each of the indices. The comparisons assume that all cash distributions were reinvested.

The chart assumes that on December 31, 2018 $100 was invested in our common stock and in each of the indices. The comparisons assume that all cash distributions were reinvested.

The chart below compares the relative changes in the cumulative total return of our common stock for the period of December 31, 2017, to December 31, 2022, against the cumulative total return of the NASDAQ Composite Index ® , the NASDAQ Telecommunications Index ® and the S&P Composite 1500 Health Care Technology Index for the same period.

The chart below compares the relative changes in the cumulative total return of our common stock for the period of December 31, 2018 to December 31, 2023, against the cumulative total return of the NASDAQ Composite Index ® and the S&P Composite 1500 Health Care Technology Index for the same period.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our sole class of common equity is our $0.0001 par value common stock, which is listed on the NASDAQ National Market ® and is traded under the symbol "SPOK." Holders of Common Stock As of February 17, 2023, there were 2,825 holders of record of our common stock.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our sole class of common equity is our $0.0001 par value common stock, which is listed on the NASDAQ National Market ® and is traded under the symbol "SPOK." 26 Table of Contents Holders of Common Stock As of February 16, 2024, there were 2,712 holders of record of our common stock.

The following table details information on our dividends declared and cash distributions since the formation of the Company in 2005 through the year ended December 31, 2022: (Dollars in Thousands) Dividends Declared Per Share Amount Total Payment (1) Year Prior to 2018 $ 18.775 $ 467,267 2018 0.500 10,064 2019 0.500 9,819 2020 0.500 9,771 2021 0.500 10,025 2022 1.250 25,011 Total $ 22.025 $ 531,957 (1) The total payment reflects the cash distributions paid in relation to common stock, vested RSUs and vested shares of restricted stock.

The following table details information on our dividends declared and cash distributions since the formation of the Company in 2005 through the year ended December 31, 2023: (Dollars in Thousands) Dividends Declared Per Share Amount Total Payment (1) Year Prior to 2019 $ 19.275 $ 477,331 2019 0.500 9,819 2020 0.500 9,771 2021 0.500 10,025 2022 1.250 25,011 2023 1.250 25,642 $ 23.275 $ 557,599 (1) The total payment reflects the cash distributions paid in relation to common stock, vested RSUs and vested shares of restricted stock.

On February 21, 2024, the Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock, with a record date of March 15, 2024, and a payment date of March 29, 2024.

Dividends The Company declared dividends totaling $25.8 million and $10.2 million during 2022 and 2021, respectively.

Dividends The Company declared dividends totaling $26.2 million, $25.8 million, and $10.2 million during the years ended December 31, 2023, 2022, and 2021, respectively.

The chart indicates the dollar value of each hypothetical $100 investment based on the closing price as of the last trading day of each fiscal year from December 31, 2017, to December 31, 2022. The stock performance depicted on the chart represents historical stock performance and is not necessarily indicative of future stock price performance.

The chart indicates the dollar value of each hypothetical $100 investment based on the closing price as of the last trading day of each fiscal year from December 31, 2018 to December 31, 2023.

Cash distributions on RSUs and restricted stock are accrued and paid when the applicable vesting conditions are met. Accrued cash distributions on forfeited RSUs and restricted stock are also forfeited.

Accrued cash distributions on forfeited RSUs and restricted stock are also forfeited.

Cash dividends declared for the years ended December 31, 2022 and 2021, respectively, include dividends related to unvested restricted stock units ("RSUs") and shares of unvested restricted common stock ("restricted stock") granted under the Company's Equity Plans (as defined below) to executives and non-executive members of our Board of Directors.

Cash dividends declared include dividends related to unvested restricted stock units ("RSUs") and shares of unvested restricted common stock ("restricted stock") granted under the Company's Equity Plan (as defined below) to executives and non-executive members of our Board of Directors. Cash distributions on RSUs and restricted stock are accrued and paid when the applicable vesting conditions are met.

Added

The stock performance depicted on the chart represents historical stock performance and is not necessarily indicative of future stock price performance. *$100 invested on 12/31/18 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+27 added−53 removed51 unchanged

2022 filing

2023 filing

Biggest changeFor a discussion and analysis of the year ended December 31, 2021, compared to the year ended December 31, 2020, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022: (Dollars in thousands) 2022 Change 2021 Change 2020 Revenue: Wireless revenue $ 75,622 (3,204) (4.1) % $ 78,826 $ (4,767) (5.7) % $ 83,593 Software revenue 58,912 (4,415) (7.0) % 63,327 (1,260) (2.0) % 64,587 Total revenue 134,534 (7,619) (5.4) % 142,153 (6,027) (4.1) % 148,180 Operating expenses: Cost of revenue (exclusive of items shown separately below) 28,267 (4,203) (12.9) % 32,470 1,523 4.9 % 30,947 Research and development 13,625 (3,889) (22.2) % 17,514 1,772 11.3 % 15,742 Technology operations 27,412 (1,432) (5.0) % 28,844 (641) (2.2) % 29,485 Selling and marketing 16,296 (4,787) (22.7) % 21,083 767 3.8 % 20,316 General and administrative 37,796 (5,735) (13.2) % 43,531 3,931 9.9 % 39,600 Severance and restructuring 7,329 7,009 2,190.3 % 320 (372) (53.8) % 692 Depreciation, amortization and accretion 3,571 (6,875) (65.8) % 10,446 1,390 15.3 % 9,056 Goodwill and capitalized software development impairment — (15,663) (100.0) % 15,663 (9,344) (37.4) % 25,007 Total operating expenses 134,296 (35,575) (20.9) % 169,871 (974) (0.6) % 170,845 Operating income (loss) 238 27,956 (100.9) % (27,718) (5,053) 22.3 % (22,665) Interest income 592 272 85.0 % 320 (367) (53.4) % 687 Other income 167 101 153.0 % 66 (142) (68.3) % 208 Income (loss) before income taxes 997 28,329 (103.6) % (27,332) (5,562) 25.5 % (21,770) Benefit from (provision for) income taxes 20,859 15,707 304.9 % 5,152 27,607 (122.9) % (22,455) Net income (loss) $ 21,856 $ 44,036 (198.5) % $ (22,180) $ 22,045 (49.8) % $ (44,225) Supplemental Information FTEs 376 (187) (33.2) % 563 (39) (6.5) % 602 Active transmitters 3,325 (143) (4.1) % 3,468 (178) (4.9) % 3,646 30 Table of Contents 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.

Biggest changeFor a discussion and analysis of the year ended December 31, 2022, compared to the year ended December 31, 2021, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023: (Dollars in thousands) 2023 Change 2022 Change 2021 Revenue: Wireless revenue $ 75,968 $ 346 0.5 % $ 75,622 $ (3,204) (4.1) % $ 78,826 Software revenue 63,057 4,145 7.0 % 58,912 (4,415) (7.0) % 63,327 Total revenue 139,025 4,491 3.3 % 134,534 (7,619) (5.4) % 142,153 Operating expenses: Cost of revenue (exclusive of items shown separately below) 26,818 (1,449) (5.1) % 28,267 (4,203) (12.9) % 32,470 Research and development 10,549 (3,076) (22.6) % 13,625 (3,889) (22.2) % 17,514 Technology operations 25,843 (1,569) (5.7) % 27,412 (1,432) (5.0) % 28,844 Selling and marketing 16,350 54 0.3 % 16,296 (4,787) (22.7) % 21,083 General and administrative 33,168 (4,628) (12.2) % 37,796 (5,735) (13.2) % 43,531 Severance and restructuring 573 (6,756) (92.2) % 7,329 7,009 2,190.3 % 320 Depreciation, amortization and accretion 4,496 925 25.9 % 3,571 (6,875) (65.8) % 10,446 Capitalized software development impairment — — — % — (15,663) (100.0) % 15,663 Total operating expenses 117,797 (16,499) (12.3) % 134,296 (35,575) (20.9) % 169,871 Operating income (loss) 21,228 20,990 8,819.3 % 238 27,956 (100.9) % (27,718) Interest income 1,099 507 85.6 % 592 272 85.0 % 320 Other (expense) income (2) (169) (101.2) % 167 101 153.0 % 66 Income (loss) before income taxes 22,325 21,328 2,139.2 % 997 28,329 (103.6) % (27,332) (Provision for) benefit from income taxes (6,659) (27,518) (131.9) % 20,859 15,707 304.9 % 5,152 Net income (loss) $ 15,666 $ (6,190) (28.3) % $ 21,856 $ 44,036 (198.5) % $ (22,180) Supplemental Information FTEs 384 8 2.1 % 376 (187) (33.2) % 563 Active transmitters 3,215 (110) (3.3) % 3,325 (143) (4.1) % 3,468 31 Table of Contents 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.

In addition, subscribers either contract to use a messaging device that we own and provide for an additional fixed monthly fee or they own the device used, after either purchasing it either from us or from another vendor. 31 Table of Contents We offer exclusive one-way (T5) and two-way (T52) alphanumeric pagers, which are configurable to support unencrypted or encrypted operation.

In addition, subscribers either contract to use a messaging device that we own and provide for an additional fixed monthly fee or they own the device used, after either purchasing it either from us or from another vendor. 32 Table of Contents We offer exclusive one-way (T5) and two-way (T52) alphanumeric pagers, which are configurable to support unencrypted or encrypted operation.

The estimated control premium is based on a review of current and past market information published by a third-party resource, assessment of the Company's future projected discounted cash flows and other relevant information if available. Our methods, assumptions, and estimates used in assessing goodwill in a quantitative form remained materially unchanged in 2022.

As part of this evaluation, for the year ended December 31, 2022, the Company did not identify any probable losses. Related Parties Refer to Note 13, "Related Parties" in the Notes to Consolidated Financial Statements for further discussion on our related party transactions. Inflation Inflation has not had a material effect on our operations to date.

As part of this evaluation, for the year ended December 31, 2023, the Company did not identify any probable losses. Related Parties Refer to Note 13, "Related Parties" in the Notes to Consolidated Financial Statements for further discussion on our related party transactions. Inflation Inflation has not had a material effect on our operations to date.

We provide a valuation allowance when we consider it "more likely than not" that a deferred income tax asset will not be fully recovered. The assessment of our deferred income tax assets requires significant judgment, however, our methods, assumptions, and estimates used in assessing the need for a valuation allowance remained materially unchanged in 2022.

The Company maintained a valuation allowance of $2.3 million related to Federal Foreign Tax Credits and certain state net operating losses and state tax credits, as we do not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration.

We maintained a valuation allowance of $2.3 million related to Federal Foreign Tax Credits and certain state net operating losses and state tax credits, as we do not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration.

The Company maintained a valuation allowance of $2.3 million related to federal foreign tax credits and certain state net operating losses as we do not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration.

We maintained a valuation allowance of $2.3 million related to federal foreign tax credits and certain state net operating losses as we do not believe current projections of future taxable income will be sufficient to utilize those tax assets prior to expiration.

As a result, software revenue may fluctuate on a short-term basis, and we generally evaluate longer-term trends when managing this business. 32 Table of Contents Revenue items impacted by timing generally relate to specific renewal contracts that do not have auto-renewal terms and for which we must negotiate at the end of each term.

As a result, software revenue may fluctuate on a short-term basis, and we generally evaluate longer-term trends when managing this business. Revenue items impacted by timing generally relate to specific renewal contracts that do not have auto-renewal terms and for which we must negotiate at the end of each term.

Operations revenue consists primarily of license and subscription revenues for our healthcare communications solutions, revenue from the sale of equipment that facilitates the use of our software solutions, and professional services revenue related to the implementation of our solutions.

Operations revenue consists primarily of license and subscription revenues for our healthcare communications solutions, revenue from the sale of hardware that facilitates the use of our software solutions, and professional services revenue related to the implementation of our solutions.

Impairment of Goodwill, Long-Lived Assets and Intangible Assets Subject to Amortization We are required to evaluate the carrying value of our goodwill, long-lived assets and intangible assets subject to amortization. Goodwill is not amortized but is evaluated for impairment at least annually, or when events or circumstances suggest a potential impairment has occurred.

Impairment of Goodwill, Long-Lived Assets and Intangible Assets Subject to Amortization We are required to evaluate the carrying value of our goodwill, long-lived assets and intangible assets subject to amortization. 43 Table of Contents Goodwill is not amortized but is evaluated for impairment at least annually, or when events or circumstances suggest a potential impairment has occurred.

This classification generally consists of depreciation from capital expenditures or other assets that are core to our ongoing operations, amortization of intangible assets, amortization of capitalized software development costs, and accretion of asset retirement obligations. 34 Table of Contents The following is a review of our operating expense categories for the years ended December 31, 2022 and 2021.

This classification generally consists of depreciation from capital expenditures or other assets that are core to our ongoing operations, amortization of intangible assets, amortization of capitalized software development costs, and accretion of asset retirement obligations. 35 Table of Contents The following is a review of our operating expense categories for the years ended December 31, 2023 and 2022.

Our investment in research and development qualifies for the research and development income tax credit under Section 41 of the Internal Revenue Code. Unused research and development tax credits have a 20-year carryover and will provide future tax benefits once Spok’s net operating losses are fully utilized.

Our investment in research and development in prior years qualified for the research and development income tax credit under Section 41 of the Internal Revenue Code. Unused research and development tax credits have a 20-year carryover and will provide future tax benefits once Spok’s net operating losses are fully utilized.

Maintenance revenue is generated from our ongoing support of our software solutions or related equipment, typically for a period of one year after project completion. 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.

Maintenance revenue is generated from our ongoing support of our software solutions or related hardware, typically for a period of one year after project completion. 33 Table of Contents 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.

Investing Activities For the year ended December 31, 2022, net cash provided by investing activities was $11.3 million, primarily due to the sale and purchase of U.S. treasury securities offset by capital expenditures.

Investing Activities For the year ended December 31, 2023, net cash used in investing activities was $3.4 million, primarily due to capital expenditures. For the year ended December 31, 2022, net cash provided by investing activities was $11.3 million, primarily due to the sale and purchase of U.S. treasury securities offset by capital expenditures.

Site rent and telecommunication costs decreased as a result of a reduction in the number of active transmitters, resulting from our network rationalization efforts. The number of active transmitters, which directly affects our telecommunication and site rent expenses, declined 4.1% from December 31, 2021 to December 31, 2022.

Site rent costs decreased as a result of a reduction in the number of active transmitters, resulting from our network rationalization efforts. The number of active transmitters, which directly affects our telecommunication and site rent expenses, declined 3.3% from December 31, 2022 to December 31, 2023.

We recorded no impairment of goodwill for the years ended December 31, 2022 and 2021, and impairment of $25.0 million for the year ended December 31, 2020. Quarterly, we assess whether circumstances exist which suggest that the carrying value of long-lived and amortizable intangible assets (asset groups) may not be recoverable.

We recorded no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021. Quarterly, we assess whether circumstances exist which suggest that the carrying value of long-lived and amortizable intangible assets (asset groups) may not be recoverable.

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 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.

On February 22, 2023, the Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock, with a record date of March 16, 2023, and a payment date of March 30, 2023. This cash dividend of approximately $6.3 million is expected to be paid from available cash on hand.

On February 21, 2024, the Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock, with a record date of March 15, 2024 and a payment date of March 29, 2024. This cash dividend of approximately $6.3 million is expected to be paid from available cash on hand.

Refer to Note 1, "Organization and Significant Accounting Policies," and Note 10, "Income Taxes," in the Notes to Consolidated Financial Statements for further discussion. Liquidity and Capital Resources Cash and Cash Equivalents At December 31, 2022, we held cash, cash equivalents and short-term investments of $35.8 million.

Refer to Note 1, "Organization and Significant Accounting Policies" and Note 10, "Income Taxes" in the Notes to Consolidated Financial Statements for further discussion. Liquidity and Capital Resources 39 Table of Contents Cash and Cash Equivalents At December 31, 2023, we held cash, cash equivalents and short-term investments of $32.0 million.

Financing Activities For the years ended December 31, 2022 and 2021, net cash used in financing activities was $26.2 million and $11.8 million, respectively, primarily due to cash distributions to stockholders of $25.0 million and $10.0 million, respectively. 40 Table of Contents Commitments and Contingencies In the ordinary course of our operations, we enter into certain contractual obligations.

Financing Activities For the years ended December 31, 2023 and 2022, net cash used in financing activities was $26.7 million and $26.2 million, respectively, primarily due to cash distributions to stockholders of $25.6 million and $25.0 million, respectively. Commitments and Contingencies In the ordinary course of our operations, we enter into certain contractual obligations.

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.

We did not qualify for the research and development tax credits in 2023. 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.

The following provides the effective tax rate reconciliation for the years ended December 31, 2022, 2021 and 2020, respectively (See Note 10, "Income Taxes" in the Notes to Consolidated Financial Statements for further discussion on our income taxes): (Dollars in thousands) 2022 2021 2020 Income (loss) before income taxes $ 997 $ (27,332) $ (21,770) Income taxes computed at the federal statutory rate $ 209 21.0 % $ (5,740) 21.0 % $ (4,572) 21.0 % State income taxes, net of federal benefit 121 12.1 % (1,513) 5.5 % (703) 3.2 % Goodwill impairment — — % — — % 6,341 (29.1) % Change in valuation allowance (21,850) (2,191.6) % 2,070 (7.6) % 22,108 (101.6) % Research and development and other tax credits (88) (8.8) % (808) 3.0 % (1,316) 6.0 % Excess executive compensation 231 23.1 % 272 (1.0) % 266 (1.2) % Other 518 52.0 % 567 (2.1) % 331 (1.5) % (Benefit from) provision for income taxes $ (20,859) (2,092.2) % $ (5,152) 18.8 % $ 22,455 (103.1) % Benefit from income taxes changed by $15.7 million for the year ended December 31, 2022, from 2021 primarily due to a reduction of the valuation allowance in 2022, offset by an increase in both federal and state income taxes stemming from a swing from a loss before income taxes in 2021 to income in 2022 as a result of our restructuring efforts.

The following provides the effective tax rate reconciliation for the years ended December 31, 2023, 2022 and 2021, respectively (See Note 10, "Income Taxes" in the Notes to Consolidated Financial Statements for further discussion on our income taxes): (Dollars in thousands) 2023 2022 2021 Income (loss) before income taxes $ 22,325 $ 997 $ (27,332) Income taxes computed at the federal statutory rate $ 4,688 21.0 % $ 209 21.0 % $ (5,740) 21.0 % State income taxes, net of federal benefit 1,343 6.0 % 121 12.1 % (1,513) 5.5 % Change in valuation allowance — — % (21,850) (2,191.6) % 2,070 (7.6) % Research and development and other tax credits — — % (88) (8.8) % (808) 3.0 % Excess executive compensation 405 1.8 % 231 23.1 % 272 (1.0) % Other 223 0.9 % 518 52.0 % 567 (2.1) % Provision for (benefit from) income taxes $ 6,659 29.8 % $ (20,859) (2,092.2) % $ (5,152) 18.8 % The provision for income taxes changed by $27.5 million for the year ended December 31, 2023, compared to 2022 primarily due to a reduction of the valuation allowance in 2022, as well as an increase in both federal and state income taxes stemming from higher income in 2023.

The following reflects the impact of subscribers and ARPU on the change in wireless revenue: Units in Service as of December 31, Revenue for the Year Ended December 31, Change Due To: (Units and Dollars in Thousands) 2022 2021 Change 2022 2021 Change ARPU Units Paging revenue 817 847 (30) $ 73,323 $ 75,845 $ (2,522) $ 475 $ (2,997) 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 in order to increase our revenue potential and mitigate the decline in our wireless revenue.

The following reflects the impact of subscribers and ARPU on the change in wireless revenue: Units in Service as of December 31, Revenue for the Year Ended December 31, Change Due To: (Units and Dollars in Thousands) 2023 2022 Change 2023 2022 Change ARPU Units Paging revenue 765 817 (52) $ 73,135 $ 73,323 $ (188) $ 3,449 $ (3,637) 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 in order to increase our revenue potential and mitigate the decline in our wireless revenue.

For the years ended December 31, 2022 and 2021, no goodwill impairment was recognized. 37 Table of Contents We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.

Goodwill and Long-Lived Asset Impairment We perform our annual goodwill impairment testing in the fourth quarter of each year. For the years ended December 31, 2023 and 2022, no goodwill impairment was recognized. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.

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. For the year ended December 31, 2022, net cash provided by operating activities was $6.5 million, a decrease of $1.5 million compared to 2021.

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. For the year ended December 31, 2023, net cash provided by operating activities was $26.2 million, an increase of $19.7 million compared to 2022.

Similar to our quarterly assessment of goodwill, significant judgment is required in the determination of a triggering event given the qualitative nature of the assessment. We did not identify any triggering event for long-lived and amortizable intangible assets in 2022.

Similar to our quarterly assessment of goodwill, significant judgment is required in the determination of a triggering event given the qualitative nature of the assessment. We did not identify any triggering events for long-lived assets in 2023. We did not record any impairment of long-lived assets or definite-lived intangible assets for the years ended December 31, 2023 and 2022.

Other Income For the year ended December 31, 2022, compared to 2021, other income increased by $0.1 million. Provision for (Benefit from) Income Taxes The effects of foreign taxes are immaterial for all periods presented.

Other Income For the year ended December 31, 2022, other income was $0.2 million as compared to no other income for the year ended December 31, 2023. Provision for (Benefit from) Income Taxes The effects of foreign taxes are immaterial for all periods presented.

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. 39 Table of Contents 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.

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.

The assessment and determination of performance obligations for a given contract requires significant judgment. Wireless service contracts are generally considered to be a single promise and therefore accounted for as a single performance obligation.

Revenue Recognition We review each contract to determine whether to account for the various promises as one or more performance obligations. The assessment and determination of performance obligations for a given contract requires significant judgment. Wireless service contracts are generally considered to be a single promise and therefore accounted for as a single performance obligation.

In March 2021, we relocated our corporate headquarters to office space located in Alexandria, Virginia, consisting of approximately 26,000 square feet of space under a lease that will expire on September 30, 2026. Over the life of this lease, cash payments are expected to total approximately $4.9 million.

Cost of Revenue Cost of revenue consisted primarily of the following items: (Dollars in thousands) 2022 Change 2021 Change 2020 Payroll and related $ 17,394 $ (2,941) (14.5) % $ 20,335 $ 658 3.3 % $ 19,677 Cost of sales 5,951 (479) (7.4) % 6,430 56 0.9 % 6,374 Recoverable taxes and fees 3,205 (138) (4.1) % 3,343 531 18.9 % 2,812 Stock-based compensation 344 (557) (61.8) % 901 457 102.9 % 444 Other 1,373 (88) (6.0) % 1,461 (179) (10.9) % 1,640 Total cost of revenue $ 28,267 $ (4,203) (12.9) % $ 32,470 $ 1,523 4.9 % $ 30,947 FTEs 133 (49) (26.9) % 182 (7) (3.7) % 189 Cost of revenue decreased for the year ended December 31, 2022, compared to December 31, 2021, driven by decreases in payroll and related expenses, stock-based compensation, and cost of sales.

Cost of Revenue Cost of revenue consisted primarily of the following items: (Dollars in thousands) 2023 Change 2022 Change 2021 Payroll and related $ 16,029 $ (1,365) (7.8) % $ 17,394 $ (2,941) (14.5) % $ 20,335 Cost of sales 5,449 (502) (8.4) % 5,951 (479) (7.4) % 6,430 Recoverable taxes and fees 3,737 532 16.6 % 3,205 (138) (4.1) % 3,343 Stock-based compensation 258 (86) (25.0) % 344 (557) (61.8) % 901 Other 1,345 (28) (2.0) % 1,373 (88) (6.0) % 1,461 Total cost of revenue $ 26,818 $ (1,449) (5.1) % $ 28,267 $ (4,203) (12.9) % $ 32,470 FTEs 142 9 6.8 % 133 (49) (26.9) % 182 Cost of revenue decreased for the year ended December 31, 2023, compared to 2022, primarily driven by decreases in payroll and related expenses and, cost of sales, partially offset by an increase in recoverable taxes and fees.

Our product offerings are capable of addressing a customer’s clinical communications needs. We develop, sell and support enterprise-wide systems for healthcare and other organizations needing to automate, centralize and standardize their approach to clinical communications.

Our customers rely on Spok for workflow improvement, secure texting, paging services, contact center optimization and public safety response. Our product offerings are capable of addressing a customer’s clinical communications needs. We develop, sell and support enterprise-wide systems for healthcare and other organizations needing to automate, centralize and standardize their approach to clinical communications.

As we reach certain minimum frequency commitments, as outlined by the FCC, we may be unable to continue our efforts to rationalize and consolidate our networks. The decrease in payroll and related expenses is attributable to the restructuring activities and the related elimination of positions.

As we reach certain minimum frequency commitments, as outlined by the FCC, we may be unable to continue our efforts to rationalize and consolidate our networks.

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.

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).

Results of Operations The following table is a summary of our Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 and the discussion that follows compares the year ended December 31, 2022 to the year ended December 31, 2021.

Returned approximately $25.6 million of capital to stockholders in the form of cash dividends. 30 Table of Contents Results of Operations The following table is a summary of our Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, and the discussion that follows compares the year ended December 31, 2023 to the year ended December 31, 2022.

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, our wireless revenue will continue to decrease.

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.

Outside Services decreased as a result of lower legal and other professional services for the twelve months ended December 31, 2022. The decrease in facility rent, office and technology costs was primarily due to the closing of the Minnesota office in February 2022.

The decrease in facility rent, office and technology costs was primarily due to reduction of office space in 2023. Outside services expense decreased as a result of lower legal and other professional services in 2023.

The table below details total revenue for the periods stated: (Dollars in thousands) 2022 Change 2021 Change 2020 Wireless revenue: Paging revenue $ 73,323 $ (2,522) (3.3) % $ 75,845 $ (4,071) (5.1) % $ 79,916 Product and other revenue 2,299 (682) (22.9) % 2,981 (696) (18.9) % 3,677 Wireless revenue 75,622 (3,204) (4.1) % 78,826 (4,767) (5.7) % 83,593 Software revenue: License 7,202 1,285 21.7 % 5,917 672 12.8 % 5,245 Professional services 12,565 (4,596) (26.8) % 17,161 (749) (4.2) % 17,910 Hardware 2,211 (56) (2.5) % 2,267 (574) (20.2) % 2,841 Operations revenue 21,978 (3,367) (13.3) % 25,345 (651) (2.5) % 25,996 Maintenance 36,934 (1,048) (2.8) % 37,982 (609) (1.6) % 38,591 Software revenue 58,912 (4,415) (7.0) % 63,327 (1,260) (2.0) % 64,587 Total revenue $ 134,534 $ (7,619) (5.4) % $ 142,153 $ (6,027) (4.1) % $ 148,180 Wireless Revenue Wireless revenue consists of two primary components: paging revenue and product and other revenue.

The table below details total revenue for the periods stated: (Dollars in thousands) 2023 Change 2022 Change 2021 Wireless revenue: Paging revenue $ 73,135 $ (188) (0.3) % $ 73,323 $ (2,522) (3.3) % $ 75,845 Product and other revenue 2,833 534 23.2 % 2,299 (682) (22.9) % 2,981 Wireless revenue 75,968 346 0.5 % 75,622 (3,204) (4.1) % 78,826 Software revenue: License 8,721 1,519 21.1 % 7,202 1,285 21.7 % 5,917 Professional services 14,694 2,129 16.9 % 12,565 (4,596) (26.8) % 17,161 Hardware 2,675 464 21.0 % 2,211 (56) (2.5) % 2,267 Operations revenue 26,090 4,112 18.7 % 21,978 (3,367) (13.3) % 25,345 Maintenance 36,967 33 0.1 % 36,934 (1,048) (2.8) % 37,982 Software revenue 63,057 4,145 7.0 % 58,912 (4,415) (7.0) % 63,327 Total revenue $ 139,025 $ 4,491 3.3 % $ 134,534 $ (7,619) (5.4) % $ 142,153 Wireless Revenue Wireless revenue consists of two primary components: paging revenue and product and other revenue.

Selling and Marketing Selling and marketing consisted primarily of the following items: (Dollars in thousands) 2022 Change 2021 Change 2020 Payroll and related $ 10,298 $ (3,403) (24.8) % $ 13,701 $ 1,048 8.3 % $ 12,653 Commissions 4,033 (393) (8.9) % 4,426 125 2.9 % 4,301 Advertising and events 1,303 (262) (16.7) % 1,565 (69) (4.2) % 1,634 Stock-based compensation 344 (660) (65.7) % 1,004 144 16.7 % 860 Other 318 (69) (17.8) % 387 (481) (55.4) % 868 Total selling and marketing $ 16,296 $ (4,787) (22.7) % $ 21,083 $ 767 3.8 % $ 20,316 FTEs 65 (28) (30.1) % 93 (12) (11.4) % 105 Selling and marketing expense decreased for the year ended December 31, 2022, compared to 2021, driven by decreases in payroll and related expenses and stock-based compensation.

Selling and Marketing Selling and marketing consisted primarily of the following items: (Dollars in thousands) 2023 Change 2022 Change 2021 Payroll and related $ 9,766 $ (532) (5.2) % $ 10,298 $ (3,403) (24.8) % $ 13,701 Commissions 4,517 484 12.0 % 4,033 (393) (8.9) % 4,426 Advertising and events 1,127 (176) (13.5) % 1,303 (262) (16.7) % 1,565 Stock-based compensation 424 80 23.3 % 344 (660) (65.7) % 1,004 Other 516 198 62.3 % 318 (69) (17.8) % 387 Total selling and marketing $ 16,350 $ 54 0.3 % $ 16,296 $ (4,787) (22.7) % $ 21,083 FTEs 64 (1) (1.5) % 65 (28) (30.1) % 93 Selling and marketing expenses increased marginally for the year ended December 31, 2023, compared to 2022, primarily driven by an increase in commissions related to higher operations bookings, partially offset by decreases in payroll and related expenses.

Research and Development Research and development consisted primarily of the following items: (Dollars in thousands) 2022 Change 2021 Change 2020 Payroll and related $ 8,469 $ (8,959) (51.4) % $ 17,428 $ 47 0.3 % $ 17,381 Outside services 4,442 (3,414) (43.5) % 7,856 (2) — % 7,858 Capitalized software development — 10,842 (100.0) % (10,842) 410 (3.6) % (11,252) Stock-based compensation 216 (1,233) (85.1) % 1,449 484 50.2 % 965 Other 498 (1,125) (69.3) % 1,623 833 105.4 % 790 Total research and development $ 13,625 $ (3,889) (22.2) % $ 17,514 $ 1,772 11.3 % $ 15,742 FTEs 35 (67) (65.7) % 102 (19) (15.7) % 121 Research and development expenses decreased for the year ended December 31, 2022, compared to 2021, driven largely by the decision to discontinue Spok Go which resulted in the discontinuation of Spok Go software development cost capitalization and the elimination of positions and associated outside services.

Research and Development Research and development consisted primarily of the following items: (Dollars in thousands) 2023 Change 2022 Change 2021 Payroll and related $ 6,262 $ (2,207) (26.1) % $ 8,469 $ (8,959) (51.4) % $ 17,428 Outside services 4,151 (291) (6.6) % 4,442 (3,414) (43.5) % 7,856 Capitalized software development — — — % — 10,842 (100.0) % (10,842) Stock-based compensation 45 (171) (79.2) % 216 (1,233) (85.1) % 1,449 Other 91 (407) (81.7) % 498 (1,125) (69.3) % 1,623 Total research and development $ 10,549 $ (3,076) (22.6) % $ 13,625 $ (3,889) (22.2) % $ 17,514 FTEs 38 3 8.6 % 35 (67) (65.7) % 102 Research and development expenses decreased for the year ended December 31, 2023, compared to 2022, primarily driven by decreases in payroll and related, other and outside services expenses.

Discounts are generally allocated proportionately based on the relative SSP of the identified performance obligations for a given contract. Our wireless, professional, 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.

Our wireless, professional, 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.

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 our deferred income tax assets will be realized in future periods. 38 Table of Contents Historically, the cumulative loss incurred by the Company over the prior three-year period constituted a piece of objective negative evidence which limited our ability to consider other subjective evidence.

We believe that the following discussion addresses the Company’s most critical accounting estimates, which are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition and results of operations. 41 Table of Contents Revenue Recognition We review each contract to determine whether to account for the various promises as one or more performance obligations.

Actual results could differ significantly from those estimates. We believe that the following discussion addresses the Company’s most critical accounting estimates, which are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition and results of operations.

In instances where SSP is not directly observable, we determine the SSP using information that may include contractually stated prices, market conditions, costs, renewal contracts, list prices and other observable inputs. A discount is present if the total transaction price is less than the sum of the estimated SSPs of the goods or services promised in the contract.

In instances where SSP is not directly 42 Table of Contents observable, we determine the SSP using information that may include contractually stated prices, market conditions, costs, renewal contracts, list prices and other observable inputs.

The following table sets forth information on our net cash flows from operating, investing, and financing activities for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2022 2021 2020 Net cash provided by operating activities $ 6,456 $ 7,968 $ 26,163 Net cash provided by (used in) investing activities 11,257 (225) (14,571) Net cash used in financing activities (26,221) (11,753) (10,373) Operating Activities As discussed above, we are dependent on cash flows from operating activities to meet our cash requirements.

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 December 31, 2023, should be adequate to meet anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months). 40 Table of Contents The following table sets forth information on our net cash flows from operating, investing, and financing activities for the periods stated: For the Year Ended December 31, (Dollars in thousands) 2023 2022 2021 Net cash provided by operating activities $ 26,184 $ 6,456 $ 7,968 Net cash (used in) provided by investing activities (3,417) 11,257 (225) Net cash used in financing activities (26,677) (26,221) (11,753) Operating Activities As discussed above, we are dependent on cash flows from operating activities to meet our cash requirements.

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.

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, or subscription services.

Additionally, there was a general decrease in employees compensated with stock-based compensation in 2022, attributable to the restructuring activities and the related elimination of positions. 36 Table of Contents General and Administrative General and administrative consisted primarily of the following items: (Dollars in thousands) 2022 Change 2021 Change 2020 Payroll and related $ 14,563 $ (770) (5.0) % $ 15,333 $ 995 6.9 % $ 14,338 Stock-based compensation 2,704 (722) (21.1) % 3,426 377 12.4 % 3,049 Facility rent, office and technology costs 9,282 (953) (9.3) % 10,235 1,219 13.5 % 9,016 Outside services 6,414 (3,100) (32.6) % 9,514 1,703 21.8 % 7,811 Taxes, licenses and permits 1,015 (32) (3.1) % 1,047 719 219.2 % 328 Bad debt 751 91 13.8 % 660 (391) (37.2) % 1,051 Other 3,067 (249) (7.5) % 3,316 (691) (17.2) % 4,007 Total general and administrative $ 37,796 $ (5,735) (13.2) % $ 43,531 $ 3,931 9.9 % $ 39,600 FTEs 69 (31) (31.0) % 100 1 1.0 % 99 General and administrative expenses decreased for the year ended December 31, 2022, compared to 2021, driven by decreases in outside services, facility rent, office and technology costs, payroll and related costs, and stock-based compensation.

The decrease in payroll and related expenses reflects the cost savings resulting from positions eliminated throughout 2022 stemming from execution of the strategic business plan announced in February 2022, partially offset by a higher average cost per employee in 2023. 37 Table of Contents General and Administrative General and administrative consisted primarily of the following items: (Dollars in thousands) 2023 Change 2022 Change 2021 Payroll and related $ 13,911 $ (652) (4.5) % $ 14,563 $ (770) (5.0) % $ 15,333 Stock-based compensation 3,131 427 15.8 % 2,704 (722) (21.1) % 3,426 Facility rent, office and technology costs 7,292 (1,990) (21.4) % 9,282 (953) (9.3) % 10,235 Outside services 4,528 (1,886) (29.4) % 6,414 (3,100) (32.6) % 9,514 Taxes, licenses and permits 1,026 11 1.1 % 1,015 (32) (3.1) % 1,047 Bad debt 327 (424) (56.5) % 751 91 13.8 % 660 Other 2,953 (114) (3.7) % 3,067 (249) (7.5) % 3,316 Total general and administrative $ 33,168 $ (4,628) (12.2) % $ 37,796 $ (5,735) (13.2) % $ 43,531 FTEs 71 2 2.9 % 69 (31) (31.0) % 100 General and administrative expenses decreased for the year ended December 31, 2023, compared to 2022, driven by decreases in outside services, facility rent, office and technology costs, payroll and related expenses and bad debt.

We also offer ancillary services, such as voicemail and equipment loss or maintenance protection, which help increase the monthly recurring revenue we receive along with these traditional messaging services. The decrease in wireless revenue during 2022 compared to 2021 reflects the secular decrease in demand for our wireless services.

We also offer ancillary services, such as voicemail and equipment loss or maintenance protection, which help increase the monthly recurring revenue we receive along with these traditional messaging services. Wireless revenue is generally reflective of the number of units in service and measured monthly as Average Revenue Per User ("ARPU").

As a result of the implementation of the plan, we eliminated 176 positions, primarily in research and development, and also in professional services, selling and marketing, and back-office support functions. These actions allowed us to better align costs and, as a result, continued to return capital to stockholders in the form of quarterly dividends of $0.3125 per share in 2023.

Overview and Highlights We offer a focused suite of unified clinical communication 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. Our customers rely on Spok for workflow improvement, secure texting, paging services, contact center optimization and public safety response.

There were no changes to previously issued total cash flows for any of the impacted periods. Overview and Highlights We offer a focused suite of unified clinical communication 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.

While our primary market has been the healthcare industry with a focus on prominent hospitals, our solutions can also be found in large government agencies; leading public safety institutions; colleges and universities; large hotels, resorts and casinos; and well-known manufacturers. 28 Table of Contents Revenue generated by wireless messaging services (including 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 is presented as wireless revenue in our statements of operations.

While our primary market has been the healthcare industry with a focus on prominent hospitals, our solutions can also be found in 29 Table of Contents large government agencies; leading public safety institutions; colleges and universities; large hotels, resorts and casinos; and well-known manufacturers.

We did not record any impairment of long-lived assets or definite-lived intangible assets for the years ended December 31, 2022 and 2020. We recorded an impairment charge of $15.7 million related to capitalized software development for the year ended December 31, 2021 based on a triggering event identified in the fourth quarter of 2021.

We recorded an impairment charge of $15.7 million related to capitalized software development for the year ended December 31, 2021 based on a triggering event identified in the fourth quarter of 2021. Recent Accounting Pronouncements Refer to Note 2, "Recent Accounting Standards," in the Notes to Consolidated Financial Statements for a summary of recent and pending accounting standards.

Interest Income, Other Income (Expense) and Income Tax (Benefit) Expense Interest Income Interest income increased by $0.3 million for the year ended December 31, 2022, compared to 2021, primarily due to an increase in interest earned on the Company's cash balances and short-term investments, driven by higher interest rates from macro economic events.

Refer to Note 1, "Organization and Significant Accounting Policies" and Note 7, "Goodwill, Capitalized Software Development and Intangible Assets, Net" in the Notes to Consolidated Financial Statements for further discussion. 38 Table of Contents Interest Income, Other Income (Expense) and Income Tax (Benefit) Expense Interest Income Interest income increased by $0.5 million for the year ended December 31, 2023, compared to 2022, primarily due to an increase in interest earned on the Company's cash balances and short-term investments, driven by higher interest rates from macroeconomic events.

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.

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.

For 2023, total research and development costs are expected to decrease from 2022 given that we incurred three to four months of Spok Go related development costs in 2022. 35 Table of Contents Technology Operations Technology operations consisted primarily of the following items: (Dollars in thousands) 2022 Change 2021 Change 2020 Payroll and related $ 9,675 $ (284) (2.9) % $ 9,959 $ 322 3.3 % $ 9,637 Site rent 11,977 (588) (4.7) % 12,565 (1,013) (7.5) % 13,578 Telecommunications 2,935 (381) (11.5) % 3,316 (452) (12.0) % 3,768 Stock-based compensation 219 (240) (52.3) % 459 269 141.6 % 190 Other 2,606 61 2.4 % 2,545 233 10.1 % 2,312 Total technology operations $ 27,412 $ (1,432) (5.0) % $ 28,844 $ (641) (2.2) % $ 29,485 FTEs 74 (12) (14.0) % 86 (2) (2.3) % 88 Technology operations expenses decreased for the year ended December 31, 2022, compared to 2021, driven by lower site rent, telecommunications costs, payroll and related and stock-based compensation costs.

The decrease in payroll and related expenses reflects the cost savings resulting from positions eliminated throughout 2022 stemming from execution of the strategic business plan announced in February 2022, partially offset by a higher average cost per employee as well as increase in headcount in 2023, The decrease in other expenses was primarily driven by the favorable settlement of a loss contingency. 36 Table of Contents Technology Operations Technology operations consisted primarily of the following items: (Dollars in thousands) 2023 Change 2022 Change 2021 Payroll and related $ 9,012 $ (663) (6.9) % $ 9,675 $ (284) (2.9) % $ 9,959 Site rent 11,468 (509) (4.2) % 11,977 (588) (4.7) % 12,565 Telecommunications 2,823 (112) (3.8) % 2,935 (381) (11.5) % 3,316 Stock-based compensation 187 (32) (14.6) % 219 (240) (52.3) % 459 Other 2,353 (253) (9.7) % 2,606 61 2.4 % 2,545 Total technology operations $ 25,843 $ (1,569) (5.7) % $ 27,412 $ (1,432) (5.0) % $ 28,844 FTEs 69 (5) (6.8) % 74 (12) (14.0) % 86 Technology operations expenses decreased for the year ended December 31, 2023, compared to 2022, primarily driven by lower payroll and related expenses and site rent costs.

The creation, maintenance and review of a project's EAC requires significant judgment to determine an appropriate number of hours over which the remaining project is expected to be completed. Our software licenses and hardware are generally recognized at a point in time when we have transferred control to the customer.

As projects progress, the EAC is periodically updated and reviewed to ensure the timing of revenue recognition is appropriate. The creation, maintenance and review of a project's EAC requires significant judgment to determine an appropriate number of hours over which the remaining project is expected to be completed.

Cost of sales expenses decreased primarily due to reduced use of third-party professional services that we utilize to augment company resources when short-term capacity constraints exist.

Cost of sales expenses decreased primarily due to reduced use of third-party professional services utilized to augment company resources when short-term capacity constraints exist. Recoverable taxes and fees increased due to the rate change for USF fees, as established by the Federal Communications Commission on a quarterly basis.

These actions allowed us to better align costs and, as a result, return capital to stockholders in the form of increased quarterly dividends of $0.3125 per share in 2022 as compared to $0.1250 in 2021. We will continue to focus on optimizing costs to allow us to prioritize cash flow generation and the return of capital to stockholders.

We will continue to focus on optimizing costs to allow us to prioritize cash flow generation and the return of capital to stockholders.

This decline was driven by accounts payable, accrued liabilities and other of $2.3 million and accounts receivable of $1.8 million.

For the year ended December 31, 2022, net cash provided by operating activities was $6.5 million, a decrease of $1.5 million compared to 2021. This decline was driven by accounts payable, accrued liabilities and other of $2.3 million and accounts receivable of $1.8 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. These funds invest in U.S. Treasury securities and are therefore classified as held-to-maturity and reported at amortized cost in our Consolidated Balance Sheets.

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 the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and the majority of our deposits at these institutions exceed insured limits.

Refer to Note 6, "Consolidated Financial Statement Components," in the Notes to Consolidated Financial Statements for further discussion. Severance and Restructuring For the year ended December 31, 2022, severance and restructuring expenses were $7.3 million.

No similar severance and restructuring expenses were incurred for the year ended December 31, 2023 as the restructuring program reached its conclusion in the fourth quarter of 2022. Further details can be found in Note 3 , "Restructuring" in the Notes to Consolidated Financial Statements.

However, these efforts were meant to refocus our operational efforts towards cash flow generation and the return of capital to our stockholders. With the successful completion of the restructuring and our ongoing efforts to stabilize revenue and optimize costs, we anticipate future operating periods will return to positive cash flow generation.

With the successful completion of the restructuring plan and our ongoing efforts to stabilize revenue and optimize costs, we anticipate positive cash flow generation will continue in future operating periods. In February 2022, the Board of Directors authorized a share repurchase program of up to $10 million of the Company's common stock.

Generally, we use the time-elapsed measure of progress for performance obligations that include wireless, maintenance, or subscription 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.

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, 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.

For professional services, 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. This is a significant area of judgment as it requires an estimate at completion ("EAC") for each contract.

Revenues are recognized proportionally as hours are incurred. This is a significant area of judgment as it requires an estimate at completion ("EAC") for each contract. Our initial EAC is primarily based on prior experience also taking into consideration any specific facts and circumstances for a given contract.

Treasury securities, which are classified as held-to-maturity and are measured at amortized cost on our Consolidated Balance Sheets. 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).

Any inability to access or delay in accessing these funds could adversely affect our business, financial condition and results of operations. 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).

The following table provides the Company's significant commitments and contractual obligations as of December 31, 2022: Payments Due by Period (Dollars in thousands) Total Less than 1 year 2 to 3 years 4 to 5 years More than 5 years Operating lease obligations $ 18,262 5,777 $ 8,915 $ 1,100 $ 2,470 Unconditional purchase obligations 5,162 3,195 1,965 2 — Total contractual obligations $ 23,424 $ 8,972 $ 10,880 $ 1,102 $ 2,470 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.

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.

These declines were partially offset by non-cash items such as capitalized software development impairment of $15.7 million, depreciation, amortization and accretion of $10.4 million, stock-based compensation of $7.2 million, and the provision for credit losses, service provisions and other of $1.2 million, as well as changes in prepaid expenses and other assets of $2.6 million, accounts receivable of $1.8 million, and lease liability of $0.8 million.

This increase was primarily driven by net income of $15.7 million, accounts receivable of $2.6 million and non-cash items such as depreciation, amortization and accretion of $4.5 million, deferred income tax expense of $6.4 million and stock-based compensation of $4.1 million. These increases were partially offset by accounts payable of $5.2 million.

We did not record any impairment of long-lived assets or definite lived intangible assets for the year ended December 31, 2022. For the year ended December 31, 2021, we recognized a capitalized software development impairment charge of $15.7 million. With the discontinuation of Spok Go and related costs, there were no capitalized software development costs as of December 31, 2022.

We did not record any impairment of long-lived assets for the years ended December 31, 2023 and 2022.

For the year ended December 31, 2022, total operating expenses decreased by $35.6 million, or 20.9%, compared to 2021, driven primarily by the restructuring of our business initiated in 2022.

Total operating expenses continued to decline, as the benefits from the restructuring of our business initiated in 2022 extended into 2023, decreasing by $16.5 million, or 12.3%, compared to 2022.

Certain of our functional categories are especially important to overall expense control and management. These operating expenses are categorized as follows: • Cost of Revenue.

Further enhancements are expected to provide additional avenues for license sales which generate new maintenance revenue and help to reduce levels of gross churn. 34 Table of Contents Operating Expenses Our operating expenses are presented in functional categories. Certain of our functional categories are especially important to overall expense control and management.

Removed

Further details related to costs incurred as a part of the restructuring can be found in Note 3 "Restructuring" in the Notes to Consolidated Financial Statements. COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the virus significantly impacted the global economy.

Added

We have revised the Consolidated Balance Sheet as of December 31, 2022, Consolidated Statement of Stockholders' Equity for the years ended December 31, 2022 and 2021, as well as the relevant footnotes, and other financial information as applicable, included herein to reflect the reduction in opening retained earnings and a corresponding increase to deferred revenue, as described in Note 1, to correct an immaterial error related to the understatement of deferred revenue of approximately $1.0 million.

Removed

Although federal and state restrictions were not widely adopted until late in the first quarter of 2020, we began to experience a direct impact on our sales cycle in late February 2020 as hospitals began to delay purchasing decisions and address staff reductions.

Added

Revenue generated by wireless messaging services (including 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 is presented as wireless revenue in our statements of operations.

Removed

These delays continued to affect our software bookings, which directly impacted license and equipment revenues during 2020 and 2021.

Added

Further details related to costs incurred as a part of the restructuring can be found in Note 3 "Restructuring" in the Notes to Consolidated Financial Statements. 2023 Highlights Total revenue grew for the first time in the Company's history, increasing by $4.5 million, or 3.3%, compared to 2022, as a result of renewed focus on our existing and established businesses, including the Spok Care Connect Suite and our wireless services offerings.

Removed

We also experienced delays in our ability to deliver on-site implementation services, which have impacted our services revenue resulting in delays in the timing of revenue recognition during 2020 and 2021, as associated revenue corresponds to our backlog of performance obligations ready for delivery at some point in the future.

Added

Launched the Spok Care Connect Hosted Solution in early 2024, which is geared towards hospitals under 200 beds, alongside significant progress made in the continued enhancement of the Spok Care Connect Suite.

Removed

During 2020 and 2021, we continued to prudently manage operating expenses and liquidity, with the goal of neutralizing the impact of the pandemic on our cash flows.

Added

The increase in wireless revenue for the year ended December 31, 2023, as compared to the same period in 2022, reflects an increase in product revenue, primarily driven by the secular decrease in our wireless units in service, from approximately 817 thousand units as of December 31, 2022 to approximately 765 thousand units as of December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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2022 filing

2023 filing

Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk At December 31, 2022, we had no outstanding borrowings or associated debt service requirements. Foreign Currency Exchange Rate Risk We conduct a limited amount of business outside the United States.

Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk At December 31, 2023, we had no outstanding borrowings or associated debt service requirements. 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. 43 Table of Contents

Top changes in Spok Holdings, Inc's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other SPOK 10-K year-over-year comparisons