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EX-32.1 - EXHIBIT 32.1 - Spok Holdings, Incspok-ex321_3312015xq1.htm
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EX-31.2 - EXHIBIT 31.2 - Spok Holdings, Incspok-ex312_3312015xq1.htm
EX-31.1 - EXHIBIT 31.1 - Spok Holdings, Incspok-ex311_3312015xq1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2015
 
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number: 001-32358
  
SPŌK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
 
16-1694797
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
6850 Versar Center, Suite 420
 
 
Springfield, Virginia
 
22151-4148
(Address of principal executive offices)
 
(Zip Code)
(800) 611-8488
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year if changed since last report)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
¨
Accelerated filer
x
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
21,744,235 shares of the registrant’s common stock ($0.0001 par value per share) were outstanding as of April 27, 2015.
 




SPŌK HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
 
 
Page  
PART I.
 
 
Item 1.
 
 
 
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014
 
 
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2015 and 2014 (Unaudited)
 
 
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)
 
 
 
Item 2.
 
Item 3.
 
Item 4.
PART II.
 
 
Item 1.
 
Item 1A.
 
Item 2.
Unregistered Sale of Equity Securities and the Use of Proceeds
 
Item 6.
 




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SPŌK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2015
 
December 31, 2014
 
(In thousands)
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
105,637

 
$
107,869

Accounts receivable, net
23,374

 
24,969

Prepaid expenses and other
5,855

 
7,250

Inventory
3,222

 
2,673

Deferred income tax assets, net
1,979

 
2,194

Total current assets
140,067

 
144,955

Property and equipment, net
16,265

 
17,395

Goodwill
133,031

 
133,031

Other intangible assets, net
18,323

 
19,698

Deferred income tax assets, net
20,167

 
21,949

Other assets
1,618

 
862

TOTAL ASSETS
$
329,471

 
$
337,890

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
9,653

 
$
11,688

Accrued compensation and benefits
9,732

 
14,041

Deferred revenue
24,612

 
24,034

Total current liabilities
43,997

 
49,763

Deferred revenue
888

 
937

Other long-term liabilities
8,334

 
8,131

TOTAL LIABILITIES
53,219

 
58,831

Commitments and contingencies


 


Stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
2

 
2

Additional paid-in capital
122,704

 
126,678

Retained earnings
153,546

 
152,379

TOTAL STOCKHOLDERS’ EQUITY
276,252

 
279,059

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
329,471

 
$
337,890



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2



SPŌK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Unaudited and in thousands except share and per share amounts)
Revenue:
 
 
 
 
Wireless revenue
 
$
30,690

 
$
34,351

Software revenue
 
17,448

 
15,768

Total revenue
 
48,138

 
50,119

Operating expenses:
 
 
 
 
Cost of revenue
 
8,813

 
6,805

Service, rental and maintenance
 
11,256

 
11,792

Selling and marketing
 
7,048

 
7,246

General and administrative
 
11,001

 
12,135

Severance and restructuring
 

 
20

Depreciation, amortization and accretion
 
3,747

 
4,029

Total operating expenses
 
41,865

 
42,027

Operating income
 
6,273

 
8,092

Interest expense, net
 
(1
)
 
(67
)
Other income, net
 
60

 
16

Income before income tax expense
 
6,332

 
8,041

Income tax expense
 
(2,415
)
 
(3,151
)
Net income
 
$
3,917

 
$
4,890

Basic net income per common share
 
$
0.18

 
$
0.23

Diluted net income per common share
 
$
0.18

 
$
0.22

Basic weighted average common shares outstanding
 
21,898,792

 
21,638,198

Diluted weighted average common shares outstanding
 
22,053,015

 
22,037,796

Cash dividends declared per common share
 
$
0.125

 
$
0.125





The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3



SPŌK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Unaudited and
in thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
3,917

 
$
4,890

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation, amortization and accretion
 
3,747

 
4,029

Amortization of deferred financing costs
 

 
65

Deferred income tax expense
 
1,997

 
2,594

Amortization of stock based compensation
 
443

 
1,086

Provision for doubtful accounts, service credits and other
 
327

 
340

Adjustment of non-cash transaction taxes
 
(49
)
 
(115
)
(Gain) Loss on disposals of property and equipment
 
(18
)
 
(2
)
Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
1,268

 
(2,586
)
Prepaid expenses and other assets
 
54

 
807

Accounts payable, accrued liabilities and accrued compensation and benefits
 
(9,616
)
 
(3,675
)
Deferred revenue and customer deposits
 
530

 
378

Net cash provided by operating activities
 
2,600

 
7,811

Cash flows from investing activities:
 
 
 
 
Purchase of property and equipment
 
(1,040
)
 
(2,643
)
Proceeds from disposals of property and equipment
 
30

 
58

Net cash used in investing activities
 
(1,010
)
 
(2,585
)
Cash flows from financing activities:
 
 
 
 
Cash dividends to stockholders
 
(3,356
)
 
(2,707
)
Purchase of common stock
 
(466
)
 

Net cash used in financing activities
 
(3,822
)
 
(2,707
)
Net (decrease)increase in cash and cash equivalents
 
(2,232
)
 
2,519

Cash and cash equivalents, beginning of period
 
107,869

 
89,075

Cash and cash equivalents, end of period
 
$
105,637

 
$
91,594

Supplemental disclosure:
 
 
 
 
Income taxes paid
 
$
337

 
$
161




The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(1) Business — Spōk Holdings, Inc. and its subsidiaries (collectively, “SPŌK” or the “Company”), through its wholly-owned subsidiary, Spōk, Inc., is a provider of paging services and selected software solutions in the United States and abroad, generally in Europe, Canada, Australia, Asia and the Middle East. We deliver smart, reliable critical communications solutions to help protect the health, well-being and safety of people around the globe.
(2) Preparation of Interim Financial Statements — Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Amounts shown on the condensed consolidated statements of income within the operating expense categories of cost of revenue; service, rental and maintenance; selling and marketing; and general and administrative are recorded exclusive of severance and restructuring costs, and depreciation, amortization and accretion. These items are shown separately on the condensed consolidated statements of income within operating expenses. Foreign currency translation adjustments were deemed immaterial and consequently, no statements of comprehensive income are presented.
The financial information included herein, other than the condensed consolidated balance sheet as of December 31, 2014, is unaudited. The condensed consolidated balance sheet at December 31, 2014 has been derived from, but does not include all the disclosures contained in the audited consolidated financial statements as of and for the year ended December 31, 2014. In management’s opinion, our unaudited condensed consolidated statements include all adjustments and accruals that are necessary for a fair presentation of the results of all interim periods reported herein.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”). The condensed consolidated statements of income for the interim periods presented are not necessarily indicative of the results that may be expected for a full year.
The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The preparation of these condensed consolidated financial statements requires management to make judgments and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ from these estimates under different assumptions or conditions.
(3) Risks and Other Important Factors — See “Item 1A. Risk Factors” of Part II of this Quarterly Report on Form 10-Q (“Quarterly Report”) and "Item 1A. Risk Factors" of Part I of the 2014 Annual Report, which describes key risks associated with our operations and industry. 
(4) Recent and New Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 creates a five-step model that requires companies to exercise judgment when considering all relevant facts and circumstances in the determination of when and how revenue is recognized. When ASU 2014-09 was issued, it was effective for annual reporting periods beginning after December 15, 2016, for publicly traded companies and any interim periods that fall within that reporting period. Early application was not permitted. On April 1, 2015, the FASB proposed a one-year delay of the effective date for this new standard. If the proposal is finalized, the standard would be effective in 2018 for calendar year-end public entities. The proposal is expected to include an option for public and private companies to early adopt. Early adoption may be allowed in 2017 for calendar year-end public companies. Once issued, the proposal is expected to have a 30-day comment period. ASU 2014-09 was effective on January 1, 2017 for SPŌK. If the proposal is approved as communicated, the effective date of the standard would move to January 1, 2018. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We have not selected a transition method. We are also evaluating the potential impact from this ASU on our consolidated financial statements.


5

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(5) Prepaid Expenses and Other — Prepaid expenses and other consisted of the following:
 
 
March 31,
2015
 
December 31,
2014
 
 
(Dollars in thousands)
Other receivables
 
$
2

 
$
751

Tax receivables
 
104

 
155

Deposits
 
641

 
420

Prepaid insurance
 
285

 
517

Prepaid rent
 
119

 
234

Prepaid repairs and maintenance
 
842

 
917

Prepaid taxes
 
503

 
279

Prepaid commissions
 
2,557

 
2,935

Prepaid expenses
 
802

 
1,042

Total prepaid expenses and other
 
$
5,855

 
$
7,250

Deposits increased by $0.2 million during the three months ended March 31, 2015 primarily due to an increase in a deposit to a single vendor. Other receivables decreased by $0.8 million during the three months ended March 31, 2015 as a deposit was reclassified as a long term receivable from short term receivable. Prepaid insurance, prepaid rent and prepaid repairs and maintenance decreased by $0.2 million, $0.1 million and $0.1 million respectively, as the balances have been recognized as expense over time.
(6) Inventory — Inventory of $3.2 million and $2.7 million at March 31, 2015 and December 31, 2014, respectively, consisted of third-party hardware and software held for resale. We value our inventory based on the lower of cost or current market value. Inventory increased by $0.5 million during the three months ended March 31, 2015 due primarily to the increase in the purchase of third party hardware associated with sales orders and the volume of orders processed.
(7) Depreciation, Amortization and Accretion — The total depreciation, amortization and accretion expenses related primarily to property and equipment, amortizable intangible assets, and asset retirement obligations for the three months ended March 31, 2015 and 2014 were $3.7 million and $4.0 million, respectively. The consolidated balances consisted of the following for the periods stated:
 

For the Three Months Ended March 31,
 

2015
 
2014
 

(Dollars in thousands)
Depreciation

$
2,207

 
$
2,626

Amortization

1,375

 
1,216

Accretion

165

 
187

Total depreciation, amortization and accretion

$
3,747

 
$
4,029

(8) Goodwill and Amortizable Intangible Assets — Goodwill at March 31, 2015 and December 31, 2014 was $133.0 million. Goodwill is evaluated in the fourth quarter of each year and when events or circumstances suggest a potential impairment has occurred. There were no indicators of impairment as of March 31, 2015.
Amortizable intangible assets at March 31, 2015 primarily include customer related intangibles, technology based intangibles, contract based intangibles and marketing intangibles that resulted from our acquisition of Amcom Software, Inc. in 2011 and IMCO Technologies Corporation in 2012. Such intangibles are being amortized over periods ranging from two to ten years.
The gross carrying amount of amortizable intangible assets was $41.6 million at March 31, 2015 and the accumulated amortization was $23.3 million. The net consolidated balance of amortizable intangible assets consisted of the following:

6

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
 
 
 
March 31, 2015
 
 
Useful Life
(In Years)
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Balance
 
 
 
 
(Dollars in thousands)
Customer relationships
 
10
 
$
25,002

 
$
(10,209
)
 
$
14,793

Acquired technology
 
2 - 4
 
8,453

 
(8,082
)
 
371

Non-compete agreements
 
5
 
2,370

 
(2,270
)
 
100

Trademarks
 
3
 
5,754

 
(2,695
)
 
3,059

Total amortizable intangible assets
 

 
$
41,579

 
$
(23,256
)
 
$
18,323

Estimated amortization of intangible assets for future periods was as follows:
 
(Dollars  in thousands)
For the remaining nine months ending December 31, 2015
$
3,360

For the year ending December 31:

2016
4,160

2017
2,886

2018
2,500

2019
2,500

Thereafter
2,917

Total amortizable intangible assets
$
18,323

(9) Other Assets — Other assets were as follows:

 
March 31,
2015
 
December 31,
2014
 
 
(Dollars in thousands)
Deposits
 
$
936

 
$
189

Prepaid royalty
 
242

 
242

Other assets
 
440

 
431

Total other assets
 
$
1,618

 
$
862

(10) Accounts Payable and Accrued Liabilities — Accounts payable and accrued liabilities were as follows:

 
March 31,
2015
 
December 31,
2014
 
 
(Dollars in thousands)
Accounts payable
 
$
1,215

 
$
2,784

Accrued network costs
 
1,059

 
1,072

Accrued taxes
 
4,533

 
4,195

Asset retirement obligations
 
376

 
342

Accrued outside services
 
1,016

 
1,101

Accrued accounting and legal
 
253

 
275

Accrued recognition awards
 
321

 
345

Accrued other
 
709

 
696

Deferred rent
 
77

 
77

Escheat liability
 
38

 

Lease incentive
 
40

 
147

Dividends payable - 2011 Long-Term Incentive Plan ("LTIP")
 

 
637

Capital lease payable
 
16

 
17

Total accounts payable and accrued liabilities
 
$
9,653

 
$
11,688

Accrued taxes are based on our estimate of outstanding state and local taxes. This balance may be adjusted in the future as we settle with various taxing jurisdictions. The issuance of our common stock associated with the vesting of restricted stock units

7

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(“RSUs”) awarded under the 2011 LTIP were made during the first quarter of 2015 (the line item Dividends payable - 2011 LTIP). The issuance of our common stock associated with the vesting of RSUs awarded under the 2015 LTIP is expected to be made during the first quarter of 2018. Therefore, the related dividends payable (the line item Dividends payable - 2015 LTIP) is classified as a long-term liability.
(11) Asset Retirement Obligations — We recognize liabilities and corresponding assets for future obligations associated with the retirement of assets. We have paging equipment assets, principally transmitters, which are located on leased locations. The underlying leases generally require the removal of equipment at the end of the lease term; therefore, a future obligation exists.
At January 1, 2015, we had recognized cumulative asset retirement costs of $2.8 million. We recorded nominal charges and as a result, the total cumulative asset retirement cost remains $2.8 million at March 31, 2015. The asset retirement cost additions during the three months ended March 31, 2015 increased paging equipment assets and are being depreciated over the related estimated lives of 51 to 57 months. The asset retirement costs and the corresponding liabilities that have been recorded to date generally relate to either current plans to consolidate networks or to the removal of assets at an estimated future terminal date.
The components of the changes in the asset retirement obligation liabilities were:
 
 
Short-Term
Portion
 
Long-Term
Portion
 
Total
 
 
(Dollars in thousands)
Balance at January 1, 2015
 
$
342

 
$
6,805

 
$
7,147

Accretion
 
31

 
134

 
165

Additions
 

 
16

 
16

Reclassifications
 
45

 
(45
)
 

Amounts paid
 
(42
)
 

 
(42
)
Balance at March 31, 2015
 
$
376

 
$
6,910

 
$
7,286

The balances above were included with accounts payable and accrued liabilities and other long-term liabilities, respectively, at March 31, 2015.
(12) Deferred Revenue — Deferred revenue at March 31, 2015 was $24.6 million for the current portion and $0.9 million for the non-current portion. Deferred revenue at December 31, 2014 was $24.0 million for the current portion and $0.9 million for the non-current portion. Deferred revenue primarily consists of unearned maintenance, software license and professional services revenue. Unearned maintenance revenue represents a contractual liability to provide maintenance support over a defined period of time for which payment has generally been received. Unearned software license and professional services revenue represents a contractual liability to provide professional services more substantive than post contract support for which not all payments have been received. We will recognize revenue when the service or software is provided or the delivery otherwise meets our revenue recognition criteria.
(13) Long-Term Debt — On December 15, 2014, we terminated our Amended Credit Agreement and the related revolving credit facility. We did not incur any early termination penalties. The termination of the credit facility had no material effect on our business, financial condition and statement of income. As of March 31, 2015, we had no outstanding debt.


(14) Other Long-Term Liabilities — Other long-term liabilities consisted of the following:
 
 
March 31, 2015
 
December 31, 2014
 
 
(Dollars in thousands)
Asset retirement obligations
 
$
6,910

 
$
6,805

Dividends payable — 2015 LTIP
 
32

 

Escheat liability
 
145

 
220

Capital lease payable
 
3

 
6

Lease incentive
 
587

 
426

Deferred rent
 
387

 
404

Royalty payable
 
270

 
270

Total other long-term liabilities
 
$
8,334

 
$
8,131


8

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The issuance of our common stock associated with the vesting of RSUs awarded under the 2015 LTIP is expected to be made during the first quarter of 2018 should the pre-established performance criteria be achieved. Therefore, the related dividends payable (the line item Dividends payable - 2015 LTIP) is classified as a long-term liability. The increase in lease incentives of $0.2 million relates to the extension of two corporate leases.
(15) Stockholders’ Equity — Our authorized capital stock consists of 75 million shares of common stock, par value $0.0001 per share, and 25 million shares of preferred stock, par value $0.0001 per share.
Changes in Stockholders’ Equity. Changes in stockholders’ equity for the three months ended March 31, 2015 consisted of:
 
(Dollars in thousands)
Balance at January 1, 2015
$
279,059

Net income for the three months ended March 31, 2015
3,917

Cash dividends declared
(2,749
)
Amortization of stock based compensation
443

Stock repurchase - 2011 LTIP
(3,825
)
Stock repurchase - other
(466
)
Other
(127
)
Balance at March 31, 2015
$
276,252

General. At March 31, 2015 and December 31, 2014, there were 21,739,412 and 21,978,762 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding.
The following table summarizes the activities under the 2012 Equity Incentive Award Plan (the "2012 Equity Plan") from inception through March 31, 2015:
 
Activity
Total equity securities available at May 16, 2012
2,194,986

Add: 2011 LTIP RSUs forfeited by eligible employees
209,382

Add: Restricted shares of common stock ("restricted stock") forfeited by non-executive member of the Board of Directors
3,189

Less: 2011 LTIP RSUs awarded to eligible employees
(557,484
)
Less: Common stock awarded to eligible employees
(5,820
)
Less: Restricted stock awarded to non-executive members of the Board of Directors
(60,290
)
Less: Short-Term Incentive Plan (“STIP”) common stock awarded to an eligible employee
(41,702
)
Less: 2015 LTIP RSUs awarded to eligible employees
(254,777
)
Total equity securities available at March 31, 2015
1,487,484


9

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


2015 LTIP On December 9, 2014, our Board of Directors adopted a long-term incentive program (over a 36 month vesting period) that included a stock component in the form of RSUs. The 2015 LTIP provides eligible employees the opportunity to earn RSUs based upon the achievement of performance goals established by our Board of Directors for our consolidated revenue and operating cash flows (as defined by the Company) during the period January 1, 2015 through December 31, 2017 (“the performance period”), and continued employment with the Company. Our Board of Directors also approved that future cash dividends related to the RSUs will be set aside and paid in cash to each eligible employee when the RSUs are converted into shares of common stock. Existing RSUs would be converted into shares of common stock on the earlier of a change in control of the Company (as defined in the 2012 Equity Plan) or on or after the third business day following the day that we file our 2017 Annual report on Form 10-K ("2017 Annual Report”) with the SEC but in no event later than December 31, 2018. Any unvested RSUs awarded under the 2015 LTIP and the related cash dividends are forfeited if the participant terminates employment with the Company.

On January 2, 2015, our Board of Directors granted 254,777 RSUs to eligible employees under the 2012 Equity plan for the 2015 LTIP pursuant to a Restricted Stock Unit Agreement with a grant date fair value of $4.4 million (net of estimated forfeitures). As of March 31, 2015 there were 254,777 RSUs outstanding relating to the 2015 LTIP.
A total of $0.4 million was included in stock based compensation expense for the three months ended March 31, 2015 relating to the 2015 LTIP.
The following table details activities with respect to RSUs issued and outstanding under the 2015 LTIP for the three months ended March 31, 2015:
 
 
Shares
 
Weighted-
Average Grant
Date Fair Value
 
Total Unrecognized Compensation Cost (net of estimated forfeitures)
(In thousands)
 
Weighted-Average
Period Over Which
Cost is  Expected to
be Recognized
(In months)
Non-vested RSUs at January 1, 2015
 

 
$

 
 
 
 
Granted
 
254,777

 
17.36

 
 
 
 
Vested
 

 

 
 
 
 
Forfeited
 

 

 
 
 
 
Non-vested RSUs at March 31, 2015
 
254,777

 
$
17.36

 
$
4,073

 
33

The following table reflects the stock based compensation expense for the awards under the 2015 LTIP and predecessor 2011 LTIP:
 
 
For the Three Months Ended March 31,
Equity Awards
 
2015
 
2014
 
 
 (Dollars in thousands)
2011 LTIP
 
$

 
$
1,014

2015 LTIP
 
350

 

Board of Directors Compensation
 
93

 
72

Total stock based compensation
 
$
443

 
$
1,086

The $0.4 million in stock based compensation expense for the 2015 LTIP relates to the 254,777 shares granted on January 2, 2015 to eligible employees. The 2011 LTIP vested on December 31, 2014 and was subsequently paid to eligible employees and therefore, we did not incur any additional expense in 2015 related to this plan. The increase in the Board of Directors compensation reflects the quarterly issuance of restricted shares of common stock ("restricted stock") to each director as part of their annual compensation for service on the Board of Directors.
Cash Dividends to Stockholders. The following table details our cash dividend payments made in 2015. Cash dividends paid as disclosed in the statements of cash flows for the three months ended March 31, 2015 and 2014 included previously declared cash dividends on shares of vested restricted stock issued to our non-executive directors. Cash dividends on RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited.


10

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Declaration Date
 
Record Date
 
Payment Date
 
Per Share Amount
 
Total  Payment(1)
 
 
 
 
 
 
 
 
(Dollars in thousands)
March 4
 
March 18
 
March 30
 
$
0.125

 
$
2,715


 
Total
 
 
 
$
0.125

 
$
2,715

 
 
(1) 
The total payment reflects the cash dividends paid in relation to common stock and vested restricted stock.
Future Cash Dividends to Stockholders. On April 29, 2015, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock, with a record date of May 22, 2015, and a payment date of June 25, 2015. This cash dividend of approximately $2.7 million will be paid from available cash on hand.
Common Stock Repurchase Program. On October 29, 2014, the Board of Directors extended the common stock repurchase program through December 31, 2015. In extending the common stock repurchase plan, the Board of Directors also maintained the repurchase authority of $15.0 million as of January 1, 2015. During the three months ended March 31, 2015, we purchased 27,467 shares of common stock for $0.5 million.
The following table presents information with respect to purchases made by the Company during the three months ended March 31, 2015:
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
 
 
 
 
(Dollars in thousands)
Beginning Balance
 
 
 
$
15,000

January 1 through January 31, 2015
16,031

$
16.92

16,031

14,729

February 1 through February 28, 2015
1,234

16.98

1,234

14,708

March 1 through March 31, 2015
230,532

17.34

10,202

14,536

Total
247,797

$
17.31

27,467

 

Other. For 2015, the Board of Directors intends to return a total of $26.0 million to stockholders in the form of dividends and/ or common stock repurchases.
Additional Paid-in Capital. For the three months ended March 31, 2015, additional paid-in capital decreased by $4.0 million to $122.7 million at March 31, 2015 from $126.7 million at December 31, 2014. The decrease in the three months ended March 31, 2015 was due primarily to the repurchase of shares of common stock for income tax withholding resulting from the issuance of common stock under the 2011 LTIP.
Net Income per Common Share. Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the “treasury stock” method. The components of basic and diluted net income per common share were as follows for the periods stated:

11

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Dollars in thousands, except share and per share amounts)
Net income
 
$
3,917

 
$
4,890

Weighted average shares of common stock outstanding
 
21,898,792

 
21,638,198

Dilutive effect of restricted stock and RSUs
 
154,223

 
399,598

Weighted average shares of common stock and common stock equivalents
 
22,053,015

 
22,037,796

Net income per common share
 
 
 
 
Basic
 
$
0.18

 
$
0.23

Diluted
 
$
0.18

 
$
0.22

(16) Stock Based Compensation — Compensation expense associated with RSUs and restricted stock was recognized based on the fair value of the instruments, over the instruments’ vesting period. The following table reflects the statements of income line items for stock based compensation expense for the periods stated:
 
 
For the Three Months Ended March 31,
Operating Expense Category
 
2015
 
2014
 
 
(Dollars in thousands)
Cost of revenue
 
$
34

 
$
81

Service, rental and maintenance
 
29

 
39

Selling and marketing
 
51

 
131

General and administrative
 
329

 
835

Total stock based compensation
 
$
443

 
$
1,086


The decrease in stock based compensation expense during the three months ended March 31, 2015, compared to the same period in 2014, was due to the 2015 LTIP as compared to the 2011 LTIP, which fully vested on December 31, 2014. Fewer RSUs were granted under the 2015 LTIP resulting in lower stock based compensation expense in 2015.
(17) Income Taxes — We file a consolidated U.S. Federal income tax return and income tax returns in state, local and foreign jurisdictions (Canada and Australia) as required.
At March 31, 2015, we had total deferred income tax assets of $136.4 million and a valuation allowance of $114.1 million resulting in an estimated recoverable amount of deferred income tax assets of $22.2 million. This reflected a change from the December 31, 2014 balance of deferred income tax assets of $138.3 million and a valuation allowance of $114.2 million resulting in an estimated recoverable amount of $24.1 million. The change reflects the expected usage of the deferred income tax assets based on estimated 2015 taxable income.
We consider both positive and negative evidence when evaluating the recoverability of our deferred income tax assets. The assessment is required to determine whether based on all available evidence, it is more likely than not (i.e., greater than a 50% probability) whether all or some portion of the deferred income tax assets will be realized in the future. During the fourth quarter of each year, we prepare a multi-year forecast of taxable income for our operations. The forecasts of taxable income are not sufficient to result in the full realization of our deferred income tax assets due to the continuing decline in our revenue and taxable income as customers switch to other communication solutions and delay purchasing and implementation decisions.
The anticipated effective income tax rate is expected to continue to differ from the Federal statutory rate of 35% primarily due to the effect of state income taxes, the effect of changes to the deferred income tax asset valuation allowance, permanent differences between book and taxable income and certain discrete items.
As of March 31, 2015, we had approximately $308.6 million of Federal net operating losses (“NOLs”) available to offset future taxable income. Section 382 of the Internal Revenue Code limited NOLs, as of January 1, 2015, were $44.3 million which may be used at a rate of $6.1 million per year, and is included in the total Federal NOLs.
(18) Related Party Transactions — A member of our Board of Directors also serves as a director for an entity that leases transmission tower sites to the Company. During the fourth quarter of 2013, this entity acquired another one of our vendors, Global Tower Partners. For the three months ended March 31, 2015 and 2014, we incurred site rent expenses of $1.0 million and $1.0

12

SPŌK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


million, respectively, from the entity on which the individual serves as a director. Site rent expenses are included in service, rental and maintenance expenses.
(19) Commitments and Contingencies — There have been no material changes during the three months ended March 31, 2015 to the commitments and contingencies previously reported in the 2014 Annual Report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report contains forward-looking statements and information relating to Spōk Holdings, Inc. and its subsidiaries (“SPŌK” or the “Company”) (formerly USA Mobility, Inc.) that set forth anticipated results based on management’s current plans, known trends and assumptions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “target,” “forecast” and similar expressions, as they relate to SPŌK are forward-looking statements.
Although these statements are based upon current plans, known trends and assumptions that management considers reasonable, they are subject to certain risks, uncertainties and assumptions, including but not limited to those discussed below and under the captions “Business,” “Management’s Discussion and Analysis of Financial Condition and Statements of Income (“MD&A”),” and “Part I – Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the United States Securities and Exchange Commission (the “SEC”) on March 5, 2015 (the “2014 Annual Report”). Should known or unknown risks or uncertainties materialize, known trends change, or underlying assumptions prove inaccurate, actual results or outcomes may differ materially from past results and those described herein as anticipated, believed, estimated, expected, intended, targeted or forecasted. Investors are cautioned not to place undue reliance on these forward-looking statements.
The Company undertakes no obligation to update forward-looking statements. Investors are advised to consult all further disclosures the Company makes in its subsequent reports on Form 10-Q and Form 8-K that it will file with the SEC. Also note that, in the risk factors disclosed in the Company’s 2014 Annual Report, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect SPŌK’s business, statement of income or financial condition, subsequent to the filing of this Quarterly Report.
Overview
The following MD&A is intended to help the reader understand the statements of income and financial position of SPŌK. The MD&A is provided as a supplement to, and should be read in conjunction with, our 2014 Annual Report and our unaudited condensed consolidated financial statements and accompanying notes. A reference to a “Note” in this section refers to the accompanying Unaudited Notes to the Condensed Consolidated Financial Statements.
Effective January 1, 2014, the Company is structured as one operating (and reportable) segment, a unified communication business. The Chief Executive Officer (who is also the chief operating decision maker as defined by Accounting Standards Codification ("ASC") 280) views the business as one operation and assesses performance and allocates resources on the basis of our consolidated operations.
SPŌK, acting through its indirect wholly-owned operating subsidiary, Spōk, Inc., is a provider of paging services and selected software solutions in the United States and abroad, generally Europe, Canada, Australia, Asia and the Middle East. We deliver smart, reliable critical communications solutions to help protect the health, well-being and safety of people around the globe to such key market segments as healthcare, government and large enterprises. Software solutions include critical smartphone communication solutions, secure texting, contact center optimization, emergency management and clinical workflow improvement. For both the three months ended March 31, 2015 and 2014, wireless and software revenue represented approximately 70% and 30%, respectively of our consolidated revenue.
The following tables indicate the wireless and software revenue by key market segments for the periods stated and illustrate the relative significance of these market segments to our operations.

13



 

For the Three Months Ended 
 March 31, 2015

For the Three Months Ended 
 March 31, 2014
Market Segment

Wireless

Software

Total

% of Total

Wireless

Software

Total

% of Total
 

 

 

 

(Dollars in thousands)

 

 

 
Healthcare

$
21,562


$
11,348


$
32,910


68.4
%

$
23,406


$
9,967


$
33,373


66.6
%
Government

2,081


3,362


5,443


11.3
%

2,512


1,720


4,232


8.4
%
Large Enterprise

3,084


533


3,617


7.5
%

3,732


541


4,273


8.6
%
Other (1)

3,026


914


3,940


8.2
%

3,558


414


3,972


7.9
%
Total Direct

29,753


16,157


45,910


95.4
%

33,208


12,642


45,850


91.5
%
Total Indirect

937


1,291


2,228


4.6
%

1,143


3,126


4,269


8.5
%
Total

$
30,690


$
17,448


$
48,138


100.0
%

$
34,351


$
15,768


$
50,119


100.0
%

(1) 
Other includes hospitality, resort and billable travel revenue.
The following table indicates the percentage of our paging units in service by key market segments as of the dates stated and illustrates the relative significance of these market segments to our wireless revenue:
Market Segment
 
As of March 31, 2015
 
As of December 31, 2014
 
As of March 31, 2014
Healthcare
 
74.7
%
 
74.1
%
 
72.0
%
Government
 
7.7
%
 
7.8
%
 
8.6
%
Large Enterprise
 
7.6
%
 
7.7
%
 
8.2
%
Other
 
6.0
%
 
6.2
%
 
6.8
%
Total Direct
 
96.0
%
 
95.8
%
 
95.6
%
Total Indirect
 
4.0
%
 
4.2
%
 
4.4
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
Revenue
We offer a focused suite of unified critical communication solutions that include call center operations, clinical alerting and notifications, one-way and advanced two-way wireless messaging services, mobile communications and public safety solutions.
We develop, sell, and support enterprise-wide systems for hospitals and other organizations needing to automate, centralize, and standardize mission critical communication solutions. Given the focused nature of our software products, our primary market has been the healthcare industry, particularly hospitals. We have identified hospitals with 200 or more beds as the primary targets for our software solutions.
We have established solutions for:
Hospital Call Centers - These solutions encompass operator and answering services along with call recording, scheduling and selective additional support modules.
Clinical Workflow Communication - These solutions address hospital code processing as well as physician support tools.
Communication Applications - These solutions support hospital notification and appointment support.
Communications Infrastructure - These solutions support the wireless messaging infrastructure and offer a software product that can link disparate communications software (“middleware”).
Public Safety - These solutions implement and support emergency communication systems.
Revenue generated by wireless messaging services (including voice mail, personalized greeting, message storage and retrieval) and equipment loss and/or maintenance protection to both one-way and two-way messaging subscribers are presented as wireless revenue in our statements of income. Revenue generated by the sale of our software solutions, which includes software license, professional services (installation and training), equipment (to be used in conjunction with the software) and post-contract support (on-going maintenance), is presented as software revenue in our statements of income. Our software is licensed to end users under an industry standard software license agreement.
We market and distribute our communication services and solutions through a direct sales force and an indirect sales channel.
Direct. The direct sales force rents or sells products, solutions, messaging services and other services directly to customers ranging from small and medium-sized businesses to companies in the Fortune 1000, healthcare and related businesses, and Federal,

14



state and local government agencies. We will continue to market to commercial enterprises, especially healthcare organizations, that are interested in our communication solutions. We maintain a sales presence in key markets throughout the United States in an effort to gain new customers and to retain and increase sales to existing customers. We also maintain several corporate groups, such as our Key Account Management team, focused on retaining and selling additional products and services to our key healthcare accounts as well as a team selling to government and national accounts. The direct sales force targets unified communications leadership such as chief information officers, information technology directors, telecommunications directors and contact center managers. Additionally, for certain of our software solutions, we target clinical leadership including chief medical officers and chief nursing officers. The timing for a direct sale varies by the type of service or solution that is being offered, but a software solution sale may take from 6 to 18 months depending on the type of software solution.
Indirect. The direct sales force is complimented by an indirect sales channel. This channel coordinates relationships with alliance partners or third-party service providers that are ultimately responsible for the delivery of our services or solutions to the customer.
Wireless Revenue
Our core offering includes subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semi-annual, or annual) service fee. This is generally based upon the type of service provided, the geographic area covered, the number of devices provided to the customer and the period of commitment. A subscriber to one-way messaging services may select coverage on a local, regional or nationwide basis to best meet their messaging needs. Two-way messaging is generally offered on a nationwide basis. In addition, subscribers either lease a messaging device from us for an additional fixed monthly fee or they own a device, having purchased it either from us or from another vendor. We also sell devices to resellers who lease or resell devices to their subscribers and then sell messaging services utilizing our networks. We 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 consists of two primary components: paging revenue and product and other revenue. The breakout of wireless revenue by component was as follows for the periods stated:

 
For the Three Months Ended March 31,
Revenue
 
2015
 
2014
 
 
(Dollars in thousands)
Paging revenue
 
$
29,491

 
$
32,896

Product and other revenue
 
1,199

 
1,455

Total wireless revenue
 
$
30,690

 
$
34,351

The following table summarizes the breakdown of our direct and indirect units in service at specified dates:
 
 
As of March 31, 2015
 
As of December 31, 2014
 
As of March 31, 2014
Distribution Channel
 
Units
 
% of Total
 
Units
 
% of Total
 
Units
 
% of Total
 
 
 
 
 
 
(Units in thousands)
 
 
 
 
Direct
 
1,180

 
95.9
%
 
1,204

 
95.8
%
 
1,269

 
95.6
%
Indirect
 
50

 
4.1
%
 
52

 
4.2
%
 
58

 
4.4
%
Total
 
1,230

 
100.0
%
 
1,256

 
100.0
%
 
1,327

 
100.0
%
The following table summarizes the breakdown of our one-way and two-way units in service at specified dates:
 
 
As of March 31, 2015
 
As of December 31, 2014
 
As of March 31, 2014
Service Type
 
Units    
 
% of Total    
 
Units    
 
% of Total    
 
Units    
 
% of Total    
 
 
(Units in thousands)
One-way messaging
 
1,141

 
92.8
%
 
1,168

 
93.0
%
 
1,230

 
92.7
%
Two-way messaging
 
89

 
7.2
%
 
88

 
7.0
%
 
97

 
7.3
%
Total
 
1,230

 
100.0
%
 
1,256

 
100.0
%
 
1,327

 
100.0
%
The demand for one-way and two-way messaging declined at each specified date and we believe demand will continue to decline for the foreseeable future. Demand for our services has also been impacted by the shift from narrow band wireless service offerings to broad band technology services.

15



As demand for one-way and two-way messaging has declined, we have developed or added service offerings such as Spok Mobile with a pager number in order to increase our revenue potential and mitigate the decline in our wireless revenue. We will continue to explore ways to innovate and provide customers the highest value possible.
Wireless revenue is generally based upon the number of units in service and the monthly charge per unit. The number of units in service changes based on subscribers added, referred to as gross placements, less subscriber cancellations, or disconnects. The net of gross placements and disconnects is commonly referred to as net gains or losses of units in service or net disconnect rate. The absolute number of gross placements as well as the number of gross placements relative to average units in service in a period, referred to as the gross placement rate, is monitored on a monthly basis. Disconnects are also monitored on a monthly basis. The ratio of units disconnected in a period to average units in service for the same period, called the disconnect rate, is an indicator of our success at retaining subscribers, which is important in order to maintain recurring revenue and to control operating expenses.
The following table sets forth our gross placements and disconnects for the periods stated:
 
 
For the Three Months Ended
 
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
Distribution Channel
 
Gross
Placements
 
Disconnects
 
Gross
Placements
 
Disconnects
 
Gross
Placements
 
Disconnects
 
 
 
 
 
 
(Units in thousands)
 
 
 
 
Direct
 
28

 
52

 
34

 
50

 
38

 
84

Indirect
 
1

 
3

 
1

 
3

 
1

 
4

Total
 
29

 
55

 
35

 
53

 
39

 
88

The following table sets forth information on our direct units in service by account size for the periods stated:
 
 
As of March 31, 2015
 
As of December 31, 2014
 
As of March 31, 2014
Account Size
 
Units
 
% of Total
 
Units
 
% of Total
 
Units
 
% of Total
 
 
(Units in thousands)
1 to 3 Units
 
33

 
2.8
%
 
35

 
2.9
%
 
41

 
3.2
%
4 to 10 Units
 
20

 
1.7
%
 
21

 
1.7
%
 
24

 
1.9
%
11 to 50 Units
 
49

 
4.2
%
 
51

 
4.2
%
 
57

 
4.5
%
51 to 100 Units
 
32

 
2.7
%
 
34

 
2.8
%
 
41

 
3.2
%
101 to 1000 Units
 
252

 
21.4
%
 
262

 
21.8
%
 
282

 
22.3
%
> 1000 Units
 
794

 
67.2
%
 
801

 
66.6
%
 
824

 
64.9
%
Total direct units in service
 
1,180

 
100.0
%
 
1,204

 
100.0
%
 
1,269

 
100.0
%
The following table sets forth information on the direct net disconnect rate by account size for our direct customers for the periods stated:
 
 
For the Three Months Ended
Account Size
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
1 to 3 Units
 
(6.2
)%
 
(4.4
)%
 
(4.9
)%
4 to 10 Units
 
(6.2
)%
 
(5.5
)%
 
(4.1
)%
11 to 50 Units
 
(4.6
)%
 
(3.8
)%
 
(5.3
)%
51 to 100 Units
 
(4.1
)%
 
(5.4
)%
 
(1.2
)%
101 to 1000 Units
 
(3.9
)%
 
(2.0
)%
 
(1.7
)%
> 1000 Units
 
(0.8
)%
 
(0.5
)%
 
(4.0
)%
Total direct net unit loss %
 
(2.0
)%
 
(1.4
)%
 
(3.5
)%
The other factor that contributes to revenue, in addition to the number of units in service, is the monthly charge per unit. As previously discussed, the monthly charge per unit is dependent on the subscriber’s service, extent of geographic coverage, whether the subscriber leases or owns the messaging device, and the number of units the customer has in the account. The ratio of revenue for a period to the average units in service, for the same period, commonly referred to as average revenue per unit or ARPU, is a key revenue measurement as it indicates whether charges for similar services and distribution channels are increasing or decreasing. ARPU by distribution channel and messaging service are monitored regularly.

16



The following table sets forth ARPU by distribution channel for the periods stated:
 
 
ARPU For the Three Months Ended
Distribution Channel
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
Direct
 
$
7.99

 
$
8.00

 
$
8.19

Indirect
 
6.01

 
6.12

 
6.37

Total
 
7.91

 
7.92

 
8.11

While ARPU for similar services and distribution channels is indicative of changes in monthly charges and the revenue rate applicable to new subscribers, this measurement on a consolidated basis is affected by several factors, including the mix of units in service and the pricing of the various components of our services. We expect future sequential annual revenue to decline in line with recent trends. The change in ARPU in the direct distribution channel is the most significant indicator of rate related changes in our revenue. The decrease in consolidated ARPU for the quarter ended March 31, 2015 from the quarter ended March 31, 2014 was due to the change in composition of our customer base as the percentage of units in service attributable to larger customers continues to increase. These larger customers benefit from lower pricing associated with their larger number of units-in-service. We believe that without further price adjustments, ARPU would trend lower for both the direct and indirect distribution channels for the remainder of 2015. Price increases could mitigate, but not completely offset, the expected declines in both ARPU and revenue.
The following table sets forth information on direct ARPU by account size for the periods stated:
 
 
For the Three Months Ended
Account Size
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
1 to 3 Units
 
$
14.52

 
$
14.53

 
$
14.96

4 to 10 Units
 
14.07

 
14.09

 
14.22

11 to 50 Units
 
12.02

 
12.00

 
12.07

51 to 100 Units
 
10.26

 
10.15

 
10.27

101 to 1000 Units
 
8.81

 
8.79

 
8.76

> 1000 Units
 
6.95

 
6.93

 
7.11

Total direct ARPU
 
$
7.99

 
$
8.00

 
$
8.19

Software Revenue
Software revenue consists of two primary components: operations revenue and maintenance revenue.
Operations revenue consists of license revenue, professional services revenue, and equipment sales. Maintenance revenue is for ongoing support of a software application or equipment (typically for one year). We recognize equipment revenue when it is shipped or delivered to the customer depending on delivery method of Free on Board ("FOB") shipping or FOB destination, respectively. License, professional services and maintenance revenue is recognized ratably over the longer of the period of professional services delivery to the customer or the contractual term of the maintenance agreement. If the period of delivery to the customer is not known, license and professional services revenue will be recognized when software and professional services are fully delivered to the customer and the maintenance revenue will be recognized ratably over the remaining contractual term of the agreement.
The breakout of software revenue by component was as follows for the periods stated:

 
For the Three Months Ended March 31,
Revenue
 
2015
 
2014
 
 
(Dollars in thousands)
Subscription
 
$
398

 
$
283

License
 
2,595

 
2,929

Services
 
5,018

 
3,930

Equipment
 
1,374

 
1,250

Operations revenue
 
9,385

 
8,392

Maintenance revenue
 
8,063

 
7,376

Total software revenue
 
$
17,448

 
$
15,768


17



On a regular basis, we enter into contractual arrangements with our customers to provide software licenses, professional services, and equipment sales. In addition, we enter into contractual arrangements for maintenance with our customers on new solutions or renewals on existing solutions. These contractual arrangements are reported as bookings and represent future revenue. Bookings increased by 4.8% for the three months ended March 31, 2015 compared to the same period in 2014. The increase reflects the continuing success of our software sales force in closing business and expanding market penetration with new customers, as well as selling additional solutions to our installed customer base.
The following table summarizes total bookings for the periods stated:

 
For the Three Months Ended March 31,
Bookings
 
2015
 
2014
 
 
(Dollars in thousands)
Operations and new maintenance orders
 
$
8,802

 
$
8,688

Maintenance and subscription renewals
 
8,938

 
8,233

Total bookings
 
$
17,740


$
16,921

We reported a software backlog of $40.6 million at March 31, 2015, which represented all purchase orders received from customers not yet recognized as revenue.
Backlog
(Dollars in thousands)
 
 
Beginning balance at January 1, 2015
$
42,391

Operations bookings
8,802

Maintenance and subscription renewals
8,938

Available backlog
$
60,131

Operations revenue
(9,385
)
Maintenance revenue
(8,063
)
Other(1) 
(2,132
)
Total backlog at March 31, 2015
$
40,551

(1) 
Other reflects cancellations and adjustments to backlog.
Operations — Consolidated
Our operating expenses are presented in functional categories. Certain of our functional categories are especially important to overall expense control and management; these operating expenses are categorized as follows:
Cost of revenue. These are expenses primarily for hardware, third-party software, outside service expenses and payroll and related expenses for our professional services, logistics, customer support and maintenance staff.
Service, rental, and maintenance. These are expenses associated with the operation of our paging networks and development of our software. Expenses consist largely of site rent expenses for transmitter locations, telecommunication expenses to deliver messages over our paging networks, and payroll and related expenses for our engineering, pager repair functions and development and maintenance of our software products.
Selling and marketing. These are expenses associated with our direct sales force and indirect sales channel and marketing expenses in support of those sales groups. This classification consists primarily of payroll and related expenses and commission expenses.
General and administrative. These are expenses associated with information technology and administrative functions. This classification consists primarily of payroll and related expenses, outside service expenses, taxes, licenses and permit expenses, and facility rent expenses.
We review the percentages of these operating expenses to revenue on a regular basis. Even though the operating expenses are classified as described above, expense control and management are also performed by expense category. Approximately 70% of the operating expenses referred to above were incurred in payroll and related expenses, site and facility rent expenses and telecommunication expenses for the three months ended March 31, 2015 and 2014, respectively.
Our largest expense, payroll and related expenses, includes wages, commissions, incentives, employee benefits and related taxes. On a monthly basis, we review the number of employees in major functional categories and the design and physical locations of functional groups to continuously improve efficiency, to simplify organizational structures, and to minimize the number of

18



physical locations for the Company. We have 604 full-time equivalent employees (“FTEs”) at March 31, 2015, a decrease of 3.2% from 624 FTEs at March 31, 2014. The change in the number of FTEs reflects adjustments to our workforce resulting from the changing nature of our revenues. Software revenue is anticipated to increase, while the wireless revenue is expected to continue to decrease reflecting the changing technology expectations of our customer base.
Site rent expenses for transmitter locations are largely dependent on our paging networks. We operate local, regional, and nationwide one-way and two-way paging networks. These networks each require locations on which to place transmitters, receivers, and antennae. Site rent expenses for transmitter locations are highly dependent on the number of transmitters, which in turn is dependent on the number of networks. In addition, these expenses generally do not vary directly with the number of subscribers or units in service, which is detrimental to our operating margins as wireless revenue declines. In order to reduce these expenses, we have an active program to consolidate the number of paging networks, and thus transmitter locations, which we refer to as network rationalization. We have reduced the number of active transmitters by 4.4% to 4,316 active transmitters at March 31, 2015 from 4,514 active transmitters at March 31, 2014.
Telecommunication expenses are incurred to interconnect our paging networks and to provide telephone numbers for customer use, points of contact for customer service, and connectivity among our offices. These expenses are dependent on the number of units in service, the number of customers we support and the number of office and network locations that we maintain. The number or duration of telephone calls to call centers may vary from period to period based on factors other than the number of units in service or customers, which could cause telecommunication expenses to vary.
Statements of Income
Comparison of the Statements of Income for the Three Months Ended March 31, 2015 and 2014
 
 
For the Three Months Ended March 31,
 
Change Between 2015 and 2014
 
 
2015
 
2014
 
Total
 
%
 
 
(Dollars in thousands)
Revenue:
 
 
 
 
 
 
 
 
Wireless revenue
 
$
30,690

 
$
34,351

 
$
(3,661
)
 
(10.7
)%
Software revenue
 
17,448

 
15,768

 
1,680

 
10.7
 %
Total
 
$
48,138

 
$
50,119

 
$
(1,981
)
 
(4.0
)%
Selected operating expenses:
 
 
 
 
 
 
 
 
Cost of revenue
 
$
8,813

 
$
6,805

 
$
2,008

 
29.5
 %
Service, rental and maintenance
 
11,256

 
11,792

 
(536
)
 
(4.5
)%
Selling and marketing
 
7,048

 
7,246

 
(198
)
 
(2.7
)%
General and administrative
 
11,001

 
12,135

 
(1,134
)
 
(9.3
)%
Severance and restructuring
 

 
20

 
(20
)
 
(100.0
)%
Total
 
$
38,118

 
$
37,998

 
$
120

 
0.3
 %
FTEs
 
604

 
624

 
(20
)
 
(3.2
)%
Active transmitters
 
4,316

 
4,514

 
(198
)
 
(4.4
)%
Revenue — Wireless
Our wireless revenue was $30.7 million and $34.4 million for the three months ended March 31, 2015 and 2014, respectively. The decrease in wireless revenue reflects the decrease in demand for our wireless services. Paging revenue consists primarily of recurring fees associated with the provision of messaging services and rental of leased units and is net of a provision for service credits. Product and other revenue reflects system sales, the sale of devices and charges for leased devices that are not returned and are net of anticipated credits. The table below details total wireless revenue for the periods stated:

19



 
 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Dollars in thousands)
Paging revenue:
 
 
 
 
One-way messaging
 
$
25,819

 
$
28,615

Two-way messaging
 
3,672

 
4,281

Total paging revenue
 
29,491

 
32,896

Product and other revenue
 
1,199

 
1,455

Total wireless revenue
 
$
30,690

 
$
34,351

The table below sets forth units in service and paging revenue, the changes in each between the three months ended March 31, 2015 and 2014 and the changes in revenue associated with differences in ARPU and the number of units in service:
 
 
Units in Service
 
Revenue
 
 
 
 
As of March 31,
 
For the Three Months Ended March 31,
 
Change Due To:
 
 
2015
 
2014
 
Change    
 
2015 (1)      
 
2014 (1)      
 
Change      
 
ARPU    
 
Units    
 
 
(Units in thousands)
 
(Dollars in thousands)
One-way messaging
 
1,142

 
1,230

 
(88
)
 
$
25,819

 
$
28,615

 
$
(2,796
)
 
$
(501
)
 
$
(2,295
)
Two-way messaging
 
88

 
97

 
(9
)
 
3,672

 
4,281

 
(609
)
 
(262
)
 
(347
)
Total
 
1,230

 
1,327

 
(97
)
 
$
29,491

 
$
32,896

 
$
(3,405
)
 
$
(763
)
 
$
(2,642
)
 
(1) 
Amounts shown exclude non-paging revenue.
As previously discussed, demand for messaging services has declined over the past several years and we anticipate that it will continue to decline for the foreseeable future, which would result in reductions in wireless revenue due to the lower number of subscribers and related units in service.
Revenue — Software
Our software revenue was $17.4 million and $15.8 million for the three months ended March 31, 2015 and 2014, respectively, which consisted of operations revenue (from licenses, professional services and equipment sales) and maintenance revenue. The table below details total software revenue for the periods stated:

 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Dollars in thousands)
Operations revenue
 
$
9,385

 
$
8,392

Maintenance revenue
 
8,063

 
7,376

Total software revenue
 
$
17,448

 
$
15,768

The increase in operations revenue primarily reflects an increase in the average revenue per project compared to the same period in 2014. The increase in maintenance revenue reflects our continuing success in renewals of our maintenance support for existing software solutions and in maintenance support for sales of new solutions. The maintenance renewal rates for the three months ended March 31, 2015 and 2014 were 99.7% and 99.4%, respectively.
Operating Expenses — Consolidated
Cost of revenue. Cost of revenue consisted primarily of the following items:

20



 
 
For the Three Months Ended March 31,
 
Change Between 2015 and 2014
 
 
2015
 
2014
 
Total
 
%
 
 
(Dollars in thousands)
Payroll and related
 
$
4,157

 
$
3,959

 
$
198

 
5.0
 %
Cost of sales
 
3,620

 
1,917

 
1,703

 
88.8
 %
Stock based compensation
 
34

 
81

 
(47
)
 
(58.0
)%
Other
 
1,002

 
848

 
154

 
18.2
 %
Total cost of revenue
 
$
8,813

 
$
6,805

 
$
2,008

 
29.5
 %
FTEs
 
187

 
179

 
8

 
4.5
 %
As illustrated in the table above, cost of revenue for the three months ended March 31, 2015 increased $2.0 million, or 29.5%, from the same period in 2014. This increase was driven by a change in the product mix delivered to our customers, which resulted in higher equipment costs and third-party professional services expenses associated with the increase in the implementation of software sales orders.
Service, Rental and Maintenance. Service, rental and maintenance expenses consisted primarily of the following items:
 
 
For the Three Months Ended March 31,
 
Change Between 2015 and 2014
 
 
2015
 
2014
 
Total
 
%
 
 
(Dollars in thousands)
Site rent
 
$
3,766

 
$
4,015

 
$
(249
)
 
(6.2
)%
Telecommunications
 
1,343

 
1,736

 
(393
)
 
(22.6
)%
Payroll and related
 
4,652

 
4,594

 
58

 
1.3
 %
Stock based compensation
 
29

 
39

 
(10
)
 
(25.6
)%
Other
 
1,466

 
1,408

 
58

 
4.1
 %
Total service, rental and maintenance
 
$
11,256

 
$
11,792

 
$
(536
)
 
(4.5
)%
FTEs
 
156

 
166

 
(10
)
 
(6.0
)%
As illustrated in the table above, service, rental and maintenance expenses for the three months ended March 31, 2015 decreased $0.5 million, or 4.5%, from the same period in 2014 due to the following significant variances:
Site rent — The decrease of $0.2 million in site rent expenses was primarily due to the rationalization of our networks, which has decreased the number of transmitters required to provide service to our customers. The reduction in transmitters has, in turn, reduced the number of lease locations. The number of active transmitters declined 4.4% from March 31, 2014 to March 31, 2015.
Telecommunications — The decrease of $0.4 million in telecommunication expenses was due to the consolidation of our networks. We believe continued reductions in these expenses will occur as our networks continue to be consolidated as anticipated, through the remainder of 2015, and as we reduce telephone circuit inventory.
Payroll and related — Payroll and related expenses were incurred largely for field technicians, their managers, in-house repair personnel and product development, product strategy and quality assurance personnel. The payroll and related expenses remained flat for the quarter ended March 31, 2015 as compared to the quarter ended March 31, 2014 despite a reduction of 10 FTEs as the average salary paid per employee is higher in the current period.
Other — Other expenses, such as outside services, remained flat for the quarter ended March 31, 2015 as compared to the quarter ended March 31, 2014.

21



Selling and Marketing. Selling and marketing expenses consisted of the following items:
 
 
For the Three Months Ended March 31,
 
Change Between 2015 and 2014
 
 
2015
 
2014
 
Total
 
%
 
 
(Dollars in thousands)
Payroll and related
 
$
3,916

 
$
4,098

 
$
(182
)
 
(4.4
)%
Commissions
 
1,836

 
1,952

 
(116
)
 
(5.9
)%
Stock based compensation
 
51

 
131

 
(80
)
 
(61.1
)%
Other
 
1,245

 
1,065

 
180

 
16.9
 %
Total selling and marketing
 
$
7,048

 
$
7,246

 
$
(198
)
 
(2.7
)%
FTEs
 
137

 
140

 
(3
)
 
(2.1
)%
As indicated in the table above, selling and marketing expenses for the three months ended March 31, 2015 decreased $0.2 million, or 2.7%, from the same period in 2014. Selling and marketing expenses consisted primarily of payroll and related expenses, which decreased slightly.
The sales and marketing staff are all involved in selling our communication solutions domestically and internationally. These expenses support our efforts to maintain gross placements of units in service, which mitigated the impact of disconnects on our wireless revenue base, and to identify business opportunities for additional or future software sales. We have a centralized marketing function, which is focused on supporting our products and vertical sales efforts by strengthening our brand, generating sales leads and facilitating the sales process. These marketing functions are accomplished through targeted email campaigns, website development, social media, webinars, regional and national user conferences, monthly newsletters and participation at industry trade shows.
Commission expenses decreased by $0.1 million due primarily to the impact of a change in the commission plan incentives, which lowered the commission paid on the sale of certain products.
General and Administrative. General and administrative expenses consisted of the following items:
 
 
For the Three Months Ended March 31,
 
Change Between 2015 and 2014
 
 
2015
 
2014
 
Total
 
%
 
 
(Dollars in thousands)
Payroll and related
 
$
4,879

 
$
4,796

 
$
83

 
1.7
 %
Stock based compensation
 
329

 
835

 
(506
)
 
(60.6
)%
Bad debt
 
160

 
86

 
74

 
86.0
 %
Facility rent
 
941

 
922

 
19

 
2.1
 %
Telecommunications
 
333

 
395

 
(62
)
 
(15.7
)%
Outside services
 
1,786

 
1,762

 
24

 
1.4
 %
Taxes, licenses and permits
 
1,125

 
1,064

 
61

 
5.7
 %
Other
 
1,448

 
2,275

 
(827
)
 
(36.4
)%
Total general and administrative
 
$
11,001

 
$
12,135

 
$
(1,134
)
 
(9.3
)%
FTEs
 
124

 
139

 
(15
)
 
(10.8
)%
As illustrated in the table above, general and administrative expenses for the three months ended March 31, 2015 decreased $1.1 million, or 9.3%, from the same period in 2014 due to the following significant variances:
Payroll and related — Payroll and related expenses were incurred for employees in information technology, administrative operations, finance, human resources and executive management. Payroll and related expenses increased by $0.1 million despite a reduction of 15 FTEs to 124 FTEs at March 31, 2015 from 139 FTEs at March 31, 2014 due to a higher average salary per employee.
Bad debt — The increase of $0.1 million in bad debt expenses reflects the increase in the allowance related to software receivables as a result of the increase in the software sales.
Outside services — Outside service expenses consisted primarily of costs associated with professional services related to annual reporting, taxes and internal control compliance. Outside services expense remained flat for the quarter ended March 31, 2015 as compared to the quarter ended March 31, 2014.

22



Taxes, licenses and permits — Taxes, license and permit expenses consisted of property, franchise, gross receipts and transactional taxes. The increase in tax, license and permit expenses of $0.1 million was primarily due to higher transactional taxes based on revenues.
Other — The decrease of $0.8 million in other expenses was due primarily to a decrease in one-time billing credits for the quarter ended March 31, 2015 as compared to the quarter ended March 31, 2014.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses were $3.7 million for the three months ended March 31, 2015 compared to $4.0 million for the same period in 2014. The decrease is primarily related to less capital expenditure purchases during three months ended March 31, 2015 as compared to the three months ended March 31, 2014, which impacted depreciation expense.
Income Tax Expense
Income Tax Expense. Income tax expense for the three months ended March 31, 2015 was $2.4 million, a decrease of $0.8 million from the $3.2 million income tax expense for the same period in 2014 and was primarily a result of lower pre-tax income. We did not adjust the deferred income tax asset valuation allowance as of March 31, 2015. The following is the effective tax rate reconciliation for the three months ended March 31, 2015 and 2014, respectively:
 
 
For the Three Months Ended March 31,
 
 
2015
 
2014
 
 
(Dollars in thousands)
Income before income tax expense
 
$
6,332

 
 
 
$
8,041

 
 
Federal income tax expense at the statutory rate
 
$
2,216

 
35.0
 %
 
$
2,814

 
35.0
 %
State income taxes, net of Federal benefit
 
269

 
4.2
 %
 
343

 
4.3
 %
Other
 
(70
)
 
(1.1
)%
 
(6
)
 
(0.1
)%
Income tax expense
 
$
2,415

 
38.1
 %
 
$
3,151

 
39.2
 %

Liquidity and Capital Resources
Cash and Cash Equivalents
At March 31, 2015, we had cash and cash equivalents of $105.6 million. The available cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of invested cash and cash in our operating accounts. The invested cash is invested in interest bearing funds managed by third-party financial institutions. These funds invest in direct obligations of the government of the United States. To date, we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our invested cash and cash equivalents will not be impacted by adverse market conditions.
At any point in time, we have approximately $7.0 to $10.0 million in our operating accounts that are with third-party financial institutions. While we monitor daily the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to cash in our operating accounts.
We intend to use our cash on hand to provide working capital, to support operations, and to return value to stockholders through cash dividends and repurchases of our common stock. We may also consider using cash to fund acquisitions of assets of other businesses that we believe will provide a measure of growth or revenue stability while supporting our operating structure.
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, reduce or eliminate our common stock repurchase program, and/or sell assets or seek outside financing. We can provide no assurance that reductions in planned capital expenses or proceeds from asset sales would be sufficient to cover shortfalls in available cash or that outside financing would be available on acceptable terms. As of March 31, 2015, our available cash on hand was $105.6 million.
Based on current and anticipated levels of operations, we anticipate net cash provided by operating activities, together with the available cash on hand at