News Release

Spok Announces New Strategic Business Plan

Plan Prioritizes Maximizing Free Cash Flow and Returning Capital to Shareholders

Increases Dividend by 150%, from $0.125 per quarter to $0.3125 per quarter

Authorizes Share Repurchase Program of up to $10 million

 Strategic Review Process Remains Ongoing; Board Is Open to All Potential Alternatives to Maximize Value

ALEXANDRIA, VA. – February 17, 2022 –The Board of Directors (the “Board”) of Spok Holdings, Inc. (NASDAQ: SPOK) (“Spok” or the “Company”), a global leader in healthcare communications, today announced a new strategic business plan prioritizing maximizing free cash flow and returning capital to shareholders.

Highlights of New Strategic Business Plan:

  • Spok will maximize revenue and cash generation from its established lines of business: the Spok Care Connect Suite including Spok Mobile, and Wireless services. The Company has an excellent track record of driving revenue from these business lines and enjoys a significant market leadership position. Spok plans to invest in a targeted manner in these important and valuable franchises to continue its long-standing relationships with the nation’s leading healthcare providers.
  • The Company will discontinue Spok Go® and intends to eliminate all associated costs.
  • Spok will expand upon its already-disciplined expense management by streamlining its management structure, rationalizing externals costs, reducing capital expenditures (Capex) and consolidating offices.

Prioritizing Returning Capital to Shareholders:

  • Effective immediately, Spok is increasing its regular quarterly dividend by 150%, from $0.125 per share to $0.3125 per share, and intends to continue this dividend for the foreseeable future, resulting in an aggregate annual dividend of $1.25 per share. The Company will continuously evaluate its capital allocation strategy and may consider increasing its quarterly dividend in the future.  
  • The Board also authorized a share repurchase program of up to $10 million of the Company’s common stock. This authorization allows the Company to return additional capital to shareholders by opportunistically repurchasing the Company’s shares. Spok will continue to evaluate this as it transitions through its strategic pivot throughout 2022.

“After extensive analysis by our Board, management team and advisors, we are confident that this strategic shift will create significant value for shareholders while allowing Spok to continue to provide critical communications services to healthcare customers,” said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc. “While discontinuing Spok Go was a difficult decision, ultimately the ongoing challenge of the COVID-19 pandemic has made it untenable for the platform to gain sufficient traction with customers or for our business to continue operating with our current level of costs and personnel. Importantly, we have extensive experience operating our established communication solutions and maximizing revenue and cash generation from them. We believe this is the best path forward for Spok at this time.”

Strategic Review Update

Spok’s previously announced review of strategic alternatives remains ongoing. While this process has not yet resulted in a transaction, the Board remains open to all potential alternatives to maximize value. The Board and its advisors continue to engage with potential acquirers regarding a sale of the Company, including Acacia Research Corporation regarding its offer to acquire the Company. There can be no assurance that the strategic alternatives review process will lead to a transaction or the sale of all or part of the Company.

“Spok’s Board is dedicated to maximizing value for all our shareholders,” said Royce Yudkoff, Chairman of the Spok Board. “As we made clear when launching our alternatives review, our goal is to ensure that we have a comprehensive process to permit all interested parties to participate fully and fairly and allow the Board to make an informed decision regarding actionable transactions. We remain focused on achieving an outcome that is in the best interests of all Spok shareholders.”

Dividend and Share Repurchase Program

On February 16, 2022, the Board declared a $0.3125 per share dividend payable on March 30, 2022 to shareholders of record on March 16, 2022. If declared and paid as intended, the annual aggregate dividend in 2022 would be $1.25 per share. The declaration and payment of future dividends is subject to the Board’s discretion and will depend on financial and legal requirements and other considerations. 

Under the $10 million repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, legal requirements and other considerations. The repurchase program does not obligate Spok to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at Spok’s discretion.

RBC Capital Markets is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to Spok.

A conference call will be held today, February 17, 2022, at 8:30 a.m. Eastern Time to discuss Spok’s new strategic business plan as well as fourth quarter and full year 2021 results.

Telephone Conference Dial-Ins

 Participant / Guest (Toll-Free):877-407-0890
 Participant / Guest (International):201-389-0918

Webcast Links:

Live-Link (after the event the OnDemand version will be available under this URL as well):

https://www.webcast-eqs.com/spok02172022_en/en

About Spok

Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Plano, Texas, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows for clinicians and support administrative compliance. Our customers send over 70 million messages each month through their Spok® solutions. Spok enables smarter, faster clinical communication.

Spok is a trademark of Spok Holdings, Inc. Spok Mobile and Spok Care Connect are trademarks of Spok, Inc.

Safe Harbor Statement under the Private Securities Litigation Reform Act: 

Statements contained herein or in prior press releases which are not historical fact, such as statements regarding our future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause our actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, finance, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; economic conditions, such as recessionary economic cycles, the impact of trade disputes, tariffs and other trade protection measures,  higher interest rates, inflation and higher levels of unemployment; risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the United States healthcare industry; long sales cycle of our software solutions and services; our reliance on third-party vendors to supply us with wireless paging equipment; our ability to maintain successful relationships with our channel partners; our ability to protect our rights in intellectual property that we own and develop and the potential for litigation claiming intellectual property infringement by us; our use of open source software, third-party software and other intellectual property; our reliance on data centers and other computer systems, hardware, software and satellite networks and telecommunications systems infrastructure (collectively, “IT Systems”) and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties; cyberattacks, data breaches, system disruptions or other compromises to our or our critical third parties’ IT Systems (as defined below), data, products or services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets or goodwill; risks related to data privacy and protection-related laws and regulation; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.

Media Inquiries

Al Galgano
+1 (952) 224-6096
al.galgano@spok.com