Spok - Earnings Call - Q3 2025

Executive Summary

• Q3 2025 missed Street on revenue and EPS while guidance was reaffirmed: revenue $33.867M vs S&P Global consensus $35.9M*, diluted EPS $0.15 vs $0.19*; adjusted EBITDA was $6.61M (company) vs EBITDA consensus $7.3M*.*
• Software license softness and lower bookings timing were the primary drivers; management said several large deals slipped into Q4 after an exceptionally strong Q2, and reiterated FY25 revenue and adjusted EBITDA guidance.
• Wireless metrics remained resilient: ARPU rose to $8.19 (+3% YoY) and net churn improved to 1.4% (from 1.6% in Q2), with a 3.5% September price increase expected to flow through in Q4.
• Capital returns remain a core pillar: the Board declared a $0.3125 quarterly dividend; adjusted EBITDA covered the dividend, and cash ended at $21.4M with no debt.
• Near‑term stock catalysts: closure of slipped software deals in Q4, Q4 revenue uplift from price actions, and confirmation that FY25 guidance ranges are achievable despite Q3 softness.

What Went Well and What Went Wrong

What Went Well

• Recurring wireless and managed services continued to offset secular declines: ARPU rose to $8.19 (+3% YoY), churn improved to 1.4%, and managed services revenue grew 87% YoY in Q3; professional services revenue grew ~13% YoY in Q3.
• Capital allocation discipline intact: $6.6M adjusted EBITDA “covered our quarterly dividend,” with quarter‑end cash of $21.4M and no debt; $6.4M returned to shareholders in Q3.
• Guidance reaffirmed with robust pipeline narrative: “we are reiterating our full year 2025 guidance estimates for revenue and adjusted EBITDA” and management expects a “strong fourth quarter” given large deals in the hopper.

Selected quotes:

• “In the third quarter, we generated more than $6.6 million of adjusted EBITDA and returned the majority of that amount to our stockholders in the form of our regular quarterly dividend.” — CEO Vince Kelly
• “We are reaffirming our financial outlook… For the year, we expect total revenue to range from $138 million to $143.5 million… adjusted EBITDA… $28.5 million to $32.5 million.” — CFO Al Galgano
• “We’re very bullish… some very large deals in the hopper… we expect to close in this quarter and report a good fourth quarter.” — Management in Q&A [2 shocking Q3 softness commentary]

What Went Wrong

• Software license revenue was weak ($1.08M, -47% YoY) as bookings timing slipped from Q3 to Q4; management reiterated license revenue lumpiness.
• Consolidated revenue fell 2.9% YoY to $33.867M and diluted EPS fell to $0.15 from $0.18 YoY; operating margin contracted to 12.9% vs 14.2% YoY.
• Adjusted EBITDA declined to $6.61M from $7.53M YoY amid lower top line and flat adjusted opex; Street EBITDA expectations (S&P) were higher at $7.3M*.*

Transcript

Al Galgano (Investor Relations)

Hello everyone, and welcome to Spok Holdings' Third Quarter 2025 Earnings Call. I am joined by Vince Kelly, Chief Executive Officer, Mike Wallace, Chief Operating Officer, and Calvin Rice, Chief Financial Officer. I want to remind everyone that today's conference call may include forward-looking statements that are subject to risks and uncertainties relating to Spok's future financial and business performance. Such statements may include estimates of revenue, expenses, and income, as well as other predictive statements or plans, which are dependent upon future events or conditions. These statements represent the company's estimates only on the date of this conference call and are not intended to give any assurance as to actual future results. Spok's actual results could differ materially from those anticipated in these forward-looking statements. Although these statements are based upon assumptions that the company believes to be reasonable, they are subject to risk and uncertainties.

Please review the risk factors section relating to our operations and the business environment, which are contained in our third quarter 2025 Form 10-Q and related documents filed with the Securities and Exchange Commission. Please note that Spok assumes no obligation to update any forward-looking statements from past or present filings and conference calls. With that, I'll turn the call over to Vince.

Vince Kelly (CEO)

Thank you, Al. Good afternoon, everyone, and thank you for joining us for our third quarter 2025 earnings call. I'm proud of the performance our team was able to deliver in the third quarter, especially after the exceptional performance in the second quarter, where we saw several new customer contracts get accelerated into that period. Despite the seasonal headwinds we typically face in the slower summer months, on a year-to-date basis, we continue to make progress in key performance areas, including net income, Adjusted EBITDA, and cash generation, wireless average revenue per unit, software revenue growth, and gross backlog levels. Based on our solid performance through the first 9 months of the year and our visibility into our very robust product sales pipeline, we are reaffirming our guidance.

We have advantages over the competition in our core healthcare software contact center space, including long-term and deep relationships with the top healthcare systems in the nation, who continue to purchase from us on a regular basis, offering customers an integrated platform as opposed to multiple point solutions, and continuing to invest in and enhance our platforms consistent with what our customers are requesting. Spok is viewed as an indispensable partner by many of our customers. In other words, they need Spok to efficiently carry out their day-to-day operations. Later in the call, Mike Wallace, our Chief Operating Officer, will lay out for you the product offerings that we have built that we believe will allow us to create significant shareholder value into the future. Let me also take this opportunity right up front to remind everyone that our mission remains solidly unchanged.

That is, to generate cash and return capital to our stockholders over the long term, while responsibly investing in and growing our business. As we've demonstrated through our performance since our strategic pivot more than 3 years ago, we believe we are on a sustainable path to achieving that goal. Today, we'll share with you an update on how our strategic business plan is progressing in support of this goal, as well as our financial results for the quarter. I'll start by reviewing the agenda for today's call. The order will be as follows. We'll begin by providing a review of our company performance for the quarter. I will then turn the call over to Mike Wallace to review some of our quarterly sales and operational highlights, as well as give you an overview of our product offerings.

Then our Chief Financial Officer, Calvin Rice, will review our third quarter financial highlights and financial guidance for 2025. I'll then wrap the call, and we'll take your questions as time allows. As I said up front, we're proud of what the Spok team has been able to accomplish through the first 9 months of the year. Year-to-date highlights include strong levels of Adjusted EBITDA, which covered our quarterly dividend and capital expenditure requirements, continued sales pipeline growth, providing confidence in our outlook, and an increase in cash balances, which we believe hit its low point in the first quarter and will continue to build through the remainder of the year, consistent with past year trends. A 5.2% increase in software revenue that includes triple-digit growth in managed services revenue on a year-over-year basis. Improved wireless trends, as net unit churn dropped by 20 basis points from the prior quarter.

Continued expansion of our wireless average revenue per unit, further reflecting the impact of prior pricing actions and sales of our encrypted, HIPAA-compliant alphanumeric GenA pager, and continued discipline in expense management as we saw flat year-over-year adjusted operating expense levels while supporting the increase in software sales and making the necessary investments in product research and development to fuel future growth. In short, we're very pleased with our performance in the first three quarters of the year and believe that these results provide a solid springboard for the remainder of the year and for 2026. In the third quarter of 2025, we generated more than $6.6 million of Adjusted EBITDA, which more than covered the $6.4 million we returned to our stockholders in the form of dividend distributions.

At the same time, we maintained our third quarter research and development investment and believe we are on track to invest approximately $12 million in product research and development in 2025. We believe this investment will fuel future software revenue growth and that our extensive experience selling and operating our established communication solutions will continue to create significant value for stockholders by maximizing revenue and cash flow generation. As I mentioned, Spok has a proud legacy of creating stockholder value through free cash flow generation, and we intend to continue this track record. In fact, over the last 20 years, Spok has returned a total of more than $720 million to our stockholders, either through our regular quarterly dividend, special dividends, or share repurchases. More recently, since we announced our strategic pivot back in early 2022, Spok has returned nearly $100 million to our stockholders.

When you take into consideration our current cash balance, distribution to stockholders, share repurchases, debt repayments, and acquisitions, it's our assumption Spok has generated nearly $1.1 billion of free cash flow. Maximizing cash flow in the long term supports the three major tenets of our strategy, which include, number one, continued investment in our wireless and software solutions, number two, continued disciplined expense management, and number three, a stockholder-friendly capital allocation plan. Before I turn the call over to Mike, let me take a moment to review Spok's significant positive attributes. As a leader in healthcare communications, we maintain the largest paging network in the United States. We control significant and valuable narrowband personal communication spectrum. We have a blue-chip customer base of more than 2,200 hospitals.

We have created a large portfolio of intellectual property via strategic R&D investments, and we continue to generate significant cash flow and return to our investors on a quarterly basis. Spok delivers the critical communication solutions hospitals rely on every day. Our Spok Care Connect suite of solutions integrates with existing workflows in the hospital and enables them to deliver information quickly and securely into the hands of clinicians who need to act on it, wherever they are and on whatever device they're using. From the contact center to the patient's bedside, Spok Care Connect provides directory details, on-call schedules, staff preferences, secure texting, and a lot more. We have over 2,200 healthcare facilities as customers, representing the who's who of hospitals in the United States. We have built our solutions over many years and have longstanding valuable customer relationships.

As you probably saw earlier this month, we announced that nine of the 10 children's hospitals named to the 2025 and 2026 U.S. News & World Report Best Children's Hospitals Honor Roll rely on Spok's industry-leading secure healthcare communication solutions to support care collaboration and deliver outstanding patient experiences. For over a decade, nearly every hospital named to the Children's Best Hospitals Honor Roll has relied on Spok solutions. This news comes on the heels of our announcement that 18 of the top 20 adult hospitals on the U.S. News & World Report list also rely on Spok.

This industry-leading reputation is coupled with financial strength, with nearly 80% of our revenue recurring in nature, and we are a company with no debt, which provides us with significant flexibility. We are a pioneer in healthcare communications with a best-in-class product offering and have built an industry-leading reputation over the years. At this point, I'd like to hand the call over to Mike to outline our sales performance and give you a brief overview of our product offerings. Mike?

Mike Wallace (COO)

Thanks, Vince. Thank you, everyone, for joining us this afternoon. As Vince pointed out, timing issues impacted bookings levels during the third quarter after an exceptionally strong second quarter. However, on a year-to-date basis, we continue to make great progress in a number of key areas.

As we discuss each quarter, we continue to build a solid financial platform and stockholder-friendly capital allocation strategy, and we remain true to our mission of being a global leader in healthcare communications. Today, I'd like to briefly provide you with a little more visibility into Spok's industry-leading product platform and what gives us confidence as we move forward. The cornerstone of that platform is Spok Console, which streamlines operator workflows and ensures rapid emergency response, Spok Messenger, which integrates with clinical systems to deliver alerts and notifications to the right person on the right device, and Spok Mobile, which empowers care teams with secure HIPAA-compliant messaging at their fingertips. Let's begin with Spok Console, being a secure healthcare contact center solution that serves as the central hub for hospital operator workflows. It gives operators the tools they need to respond promptly to every call and process priority communications.

By uniting disparate data systems into a centralized digital directory, Spok Console ensures operators have fast access to physicians, patients, and staff, and that the right message reaches the right person at the right time. With a modern user-friendly interface, it integrates with the organization's PBX and leading UCaaS systems. Call center agents manage calls directly through the Console software, guided by intuitive screens and color-coded directories that simplify lookups and streamline communication. Spok Messenger is an FDA 510(k) cleared clinical alerting management solution that delivers critical information and updates from nurse call systems, patient monitors, clinical systems, and other sources directly to the right care team members on their preferred devices, including pagers, smartphones, voice over IP, and voice over IP devices. It intelligently routes, prioritizes, and escalates alerts based on roles, schedules, and rules, helping to reduce delays and improve response time.

Integrating with existing hospital systems, Spok Messenger enables seamless, secure communication across departments and devices. It also delivers near real-time visibility, empowering teams with the transparency they need to track alert delivery and respond with confidence. Designed for reliability and HIPAA compliance, Spok Messenger supports better workflow efficiency, reduces alert fatigue, and enhances patient safety. Lastly, Spok Mobile is a secure HIPAA-compliant messaging app that enables clinicians and staff to collaborate quickly and reliably. It integrates with hospital directory information, clinical monitoring systems, and on-call schedules to ensure messages and alerts reach the right person on the right device. Spok Mobile supports message escalation based on established priorities and allows users to send notifications directly to providers' mobile devices as an alarm management option. It also maintains a detailed message history to ensure information is readily available for auditing purposes.

With role-based messaging, group communication, and delivery confirmation, Spok Mobile streamlines workflows and helps care teams stay focused on patient care. In short, we are proud of the product platform that the Spok team has built and believe that these offerings will create significant sales opportunities and drive shareholder value into the future. With that, I'd like to turn the call over to Calvin to review the financials. Calvin?

Calvin Rice (CFO)

Thanks, Mike, and good afternoon, everyone. I would now like to take a few minutes and provide a recap of our third quarter 2025 financial performance, which we reported today. I encourage you to review our 10-Q when filed, as it includes significantly more information about our business operations and financial performance than we will cover on this call. Turning to our income statement, in the third quarter of 2025, GAAP net income totaled $3.2 million or $0.15 per diluted share, down from net income of $3.7 million or $0.18 per diluted share in 2024. In the third quarter of 2025, total GAAP revenue was $33.9 million, down from total revenue of $34.9 million in the prior year. Revenue in the current year quarter consisted of wireless revenue of $17.8 million and software revenue of $16.1 million, compared to $18.3 million and $16.6 million in the prior year, respectively.

With respect to wireless revenue, we saw a 20 basis point sequential improvement in quarterly net unit churn in the third quarter at 1.4%, down from 1.6% in the prior quarter. RPU increased $0.24 or 3% from the prior year, primarily driven by the continued impact from pricing actions and, to a lesser extent, continued sales of our GenA pager. As a reminder, we implemented a 3.5% price increase in September that impacts roughly 50%-60% of units in service, and that will be fully reflected in fourth quarter revenue. While we believe the demand for our wireless services will continue to decline on a secular basis, as reflected in declining pager units in service, we are hopeful that our focus on pricing and other initiatives like the GenA pager will continue to further offset revenue loss through pager unit decline.

Also, we closely manage the expense base for the wireless infrastructure to limit the impact of revenue loss. Turning to third quarter software revenue. License and hardware revenue totaled $1.5 million, compared to $2.4 million in the same period of 2024, as a result of lower software license booking. Total professional services revenue in the third quarter was $5.5 million versus $4.8 million in the third quarter of 2024, up nearly 13% from the prior year period and more than 26% for the first 9 months of 2025. Our outperformance in professional services has been primarily driven by the triple-digit year-over-year growth of our managed services. This service offering provides customers with all necessary implementation and upgrade services for any Spok software products they own over their multi-year term, which is typically 3 years.

While managed services are likely to be cost-prohibitive to our smaller customers, we continue to see great traction with enterprise-focused customers. Adjusted operating expenses, which exclude depreciation, accretion, and severance and restructuring costs, totaled $28.5 million in the third quarter, largely unchanged from the prior year period. During the quarter, increases in research and development expenses, selling and marketing expenses, and the cost of product were offset by declines in technology operations expense and G&A costs. Technology operations expense continues to decline as we manage costs in relation to our declining wireless unit totals. Adjusted EBITDA in the third quarter totaled $6.6 million as compared to $7.5 million in the prior year period. Despite the year-over-year decline, Adjusted EBITDA levels were sufficient to cover our quarterly dividend. We ended the third quarter with $21.4 million in cash and cash equivalents, which grew from the prior quarter as anticipated.

Based on our current outlook, we anticipate cash balances to continue to grow through the end of the year. Moving on to guidance for 2025, based on our performance in the three quarters of 2025, we are reaffirming our financial outlook in the year for revenue and Adjusted EBITDA. As a reminder, the figures I'm going to discuss today are included in our guidance table in the earnings release. For the year, we expect total revenue to range from $138 million-$143.5 million. Included in this financial guidance is wireless revenue ranging between $71.5 million and $73.5 million, and software revenue ranging between $66.5 million and $70 million. Lastly, Adjusted EBITDA is expected to range from $28.5 million-$32.5 million. With that said, I will now turn the call back over to Vince.

Vince Kelly (CEO)

Thank you, Calvin, and thank you, Mike. On a final note, I'd like to again point out that I'm proud of the performance our team was able to deliver in the third quarter, especially after the exceptional performance in the second quarter, and despite the seasonal headwinds we typically face in the slower summer months. We believe we can continue to grow our franchise value while returning capital to stockholders. We have a long-term organic growth engine in our software solutions through Spok Care Connect. We also maintain a source of strong recurring revenue on our wireless service line, which remains relevant and important to healthcare customers and supports critical communications even during network events when cell phones and other technology fail. We run the largest paging offering in the world and have integrated it with our software operations.

We believe that the strong combination of these two product lines will take us into the future and create significant shareholder value. Before I open the call up to your questions, I'd like to thank our stockholders for their continued support. We appreciate your interest in Spok, and we look forward to updating everyone again when we report fourth quarter and full-year results in February of 2026. Thank you for joining us this afternoon and have a great day. Operator, you may now open the line to questions.

Operator (participant)

Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Anderson Schock with B. Riley Securities. Please proceed.

Anderson Schock (Research Analyst)

Hi. Thank you for taking our questions. Could you talk about the 55% year-over-year decline in license revenue? I guess what drove this, and whether we should expect to see similar license revenue going forward?

Vince Kelly (CEO)

Go ahead.

Calvin Rice (CFO)

Hey, Anderson. It's Calvin. How's it going? Yeah. I mean, I think we've mentioned this before on calls. License revenue is going to be lumpy, because the vast majority of it is directly related to the sales. You know, and from a quarter-to-quarter basis, given the enterprise nature of a lot of these sales, those can push and pull. Obviously, we pulled a lot of that into the second quarter. We had some big deals from the third quarter pushing into the fourth quarter. From that regard, no, I don't think it's an expectation that should be set that we're going to see a decline. I do think the expectation should be that there is, you know, variability in the license revenue from one quarter to the next.

Anderson Schock (Research Analyst)

Okay. Got it. You had a really strong second quarter for new software contracts and software operations bookings. I guess what led to the weaker third quarter and how should we think about the fourth quarter? Is there any seasonality we should be thinking about that impacts the timing of these contracts?

Vince Kelly (CEO)

Yeah. You know, we've looked at this closely, and we're very bullish on our outlook. That's why we reiterated our guidance. We're expecting to have a strong fourth quarter. We went back and looked at since the pivot, which was starting in the second quarter of 2022, we haven't missed a quarterly forecast until this quarter. We did miss our internal operations bookings forecast embedded in that with license. We're still forecasting license revenue grows on a year-over-year basis. Our company total revenue will grow on a year-over-year basis. You know, and so we're looking for a strong fourth quarter here. We've got a very robust pipeline. We've got some very large deals in the hopper right now that we're working. We get a couple of those, and we're going to turn in another very strong quarter.

We turned in $8.3 million in operations bookings in the first quarter, $11.6 million in the second quarter. We hit that air pocket, which was odd because July started off pretty well in the third quarter, but August and September were very slow. Some deals slipped. Like I said, we've got some large deals in the pipeline. We're very bullish, and we expect to close in this quarter and report a good fourth quarter when we report at the end of February.

Anderson Schock (Research Analyst)

Okay. Got it. Thank you. Do you still anticipate a 6%-8% increase in R&D for 2026? Could you just detail the focus of this investment and when should we expect to see revenue contribution or margin improvement from these investments?

Vince Kelly (CEO)

R&D this year is going to be a little bit over $12 million. We've given the team more money to invest this year than they had last year, about $1 million more. Next year, it'll be a little over $13 million, so about $2 million more a year on a run rate over what our baseline was in 2024 and prior. A lot of that's going into the consolidation of our Care Connect suite, upgrading it, adding enhancement, adding functionality. You'll see going forward in each quarter of 2026 some benefits from that. It will result in more new logo. It will result in increased upgrades and multi-year engagements. We're not doing this without the anticipation that we're going to get good benefits from that.

Anderson Schock (Research Analyst)

Okay. Got it. Thank you for taking our questions.

Vince Kelly (CEO)

Sure.

Operator (participant)

With no further questions, I would like to turn the floor back over to Vince Kelly for closing comments.

Vince Kelly (CEO)

Okay, folks, thanks for joining us this afternoon in our third quarter earnings call. We look forward to talking to you in a quarter at the end of February with much better results. Everyone, have a great day.