Mike Wallace
Analyst · Lake Street Capital Markets
Thanks, Vince, and good morning, everyone. I would now like to take a few minutes and provide a recap of our fourth quarter and full year 2022 financial performance, which we reported yesterday. I encourage you to review our 10-K, when filed, as it includes significantly more information about our business operations and financial performance than we will cover on this call. But before I do, I would like to briefly outline for you our updated definition of adjusted EBITDA as contained in our financial statements and the associated adjusted EBITDA reconciliation table included in our earnings release. We believe that this treatment will give you greater clarity into the performance of the ongoing operations of our company as well as be more reflective of best practices of our software peers. Under the old method, adjusted EBITDA started with net income and then subtracted capital expenses and added back stock-based compensation and any noncash charges for asset impairment. Under the new method, the calculation, again, starts with net income, and then adds back the stock-based compensation, any noncash asset impairment and any severance or restructuring charges. The difference between the two methods being: previously subtracting capital expenses, which were $3.8 million for 2022, and now adding back severance and restructuring charges. Again, we believe this will give you greater visibility into our operational performance as it takes out much of the noise that was created from the strategic pivot in 2022. And of course, impacts from severance and restructuring costs will be significantly less impactful in 2023. As such, the results being reported today in this deck and in our earnings press release, reflect this new definition for all periods presented, unless otherwise noted. Turning to our income statement. In the fourth quarter of 2022, GAAP net income totaled $24.2 million, or $1.21 per diluted share, compared to a net loss of $16.7 million, or $0.86 per diluted share in 2021. Fourth quarter net income included a $21.9 million noncash gain related to the release of the previously established valuation allowance for unused research and development tax credits. During the fourth quarter, we assessed our valuation allowance and determined that it would be more likely than not that certain of our deferred tax assets related to federal and state net operating losses and other tax credits would be realizable based on several factors. The uncertainty surrounding COVID and Spok Go were both significant detractors and our ability to reasonably rely on projections of future taxable income over the last several years. With these uncertainties largely removed, projections of future taxable income were a primary consideration in our conclusion, largely resulting from our restructuring efforts and elimination of costs related to the development of Spok Go in 2022. Additionally, our historical experience of profit generation prior to the introduction of Spok Go, in conjunction with our deep knowledge of the existing wireless and software service lines, provides us with greater confidence in these projections. As a result, we have reduced the valuation allowance by $21.9 million, which was previously established in the fourth quarter of 2020. The remaining $2.3 million valuation allowance relates to certain state net operating losses, state tax credits and foreign tax credits that we do not currently expect to realize based on these projections. For a more detailed explanation, please see our discussion in the 10-K. For the fourth quarter of 2022, total GAAP revenue was $33.3 million compared to revenue of $34.5 million in 2021. Revenue for the quarter consisted of wireless revenue of $19 million, which was down $0.2 million or less than 1% from the prior year, and software revenue of $14.3 million, down 7.2% from last year, largely in line with our expectations. With respect to wireless revenue, fourth quarter 2022 performance was driven by a continued decline in pager unit churn on a year-over-year basis, as the net pager decline during full year 2022 was 3.5%, with units in service declining by only 30,000. The fourth quarter monthly paging revenue component of wireless, which represents 97% of overall wireless revenue, declined by only 3% on a year-over-year basis. And while wireless revenue did decline in the fourth quarter and full year, that decline was less than we expected, and the rate of erosion continues to slow. The remainder of wireless revenue relates to product sales, primarily through lost pager fees, which are onetime in nature and are far less impactful to the ongoing value of this business. For the full year, wireless revenue declined by 4.1% compared to the prior year and, again, in the range of our expectations, with the monthly paging revenue component of wireless declining only 3.3% on a year-over-year basis. Turning to the fourth quarter software revenue, beginning with maintenance revenue, which is the largest component of our software revenue, was essentially flat to the prior year quarter, totaling $9.3 million. As we have discussed in previous quarterly calls and as we continue through this pivot, with the focus being brought back to our Spok Care Connect software products, our expectation is for maintenance revenue to be flat to down slightly on a year-over-year basis, given gross churn and uplift levels remaining consistent with prior quarters. However, as we continue to make progress on our product road map with Spok Care Connect, we expect bookings will continue to grow in the coming years and maintenance revenue along with it. Given the nature of maintenance revenue, higher license sales will work through revenue on a lagging basis. So we look first to stabilizing that revenue decline, and then beginning to grow it. Professional services revenue was $3.1 million versus $3.8 million in the fourth quarter of 2021. As we have stated in our earnings calls over the past several quarters related to our financial guidance, we had expected a lower level of services revenue, resulting from the planned reduction in personnel of approximately 35% to better align with our current backlog and to drive a higher rate of net cash flow in alignment with the strategic shift in our business plan. And we believe the actions required for this alignment are complete at this time. And as we have stated in several earnings calls, it is important to remember that services has not historically driven meaningful cash flow on a stand-alone basis, but has been viewed as an opportunity to expand our licensed footprint through customer engagement as well as to fulfill upgrade obligations under maintenance contracts, which is critical to maintaining our existing customers. Lastly, license and hardware revenue was $1.9 million compared with $2.2 million in the same period of the prior year. For the full year, total GAAP revenue was $134.5 million compared to revenue of $142.2 million in 2021. Wireless revenue on a year-to-date basis was $75.6 million compared to $78.8 million, reflecting net paging revenue churn in line with the trends seen in the fourth quarter, and in 2022, software revenue of $58.9 million compared to $63.4 million in the prior period. This was driven by maintenance revenue being down 2.8% on an annual basis, professional services down 27%, due to the intentional reduction in professional services resources to better align with backlog just discussed, and which was offset by higher license revenue of 22%, driven by the strong software operations bookings during the year. Turning to fourth quarter adjusted operating expenses, which excludes depreciation, amortization and accretion of $0.9 million and severance and restructuring costs of $0.9 million, totaled $28.5 million in the fourth quarter compared to $39.5 million in 2021 or 28% lower. And for the full year, adjusted operating expenses were approximately $123.4 million compared to $154.3 million in 2021 or 20% lower as we carried most of the costs and personnel related to Spok Go through April of 2022. As Vince mentioned earlier, the streamlining of employee and management headcount reduction is now complete, with substantially all of the remaining liability expected to be paid in the first quarter of 2023. And lastly, adjusted EBITDA, the definition of which I discussed earlier and as defined in our earnings release tables and represents EBITDA before stock-based compensation expense, impairment of intangible assets, effects of capitalized software development costs and severance and restructuring costs for the fourth quarter, was a positive $5.6 million compared with a negative $3.8 million in the same quarter of 2021 and reflects the progress made to date with our strategic pivot. For the full year, our adjusted EBITDA was a positive $15 million compared to a negative $4.9 million in 2021. Now turning to our pro forma adjusted EBITDA. Pro forma adjusted EBITDA results exclude onetime costs related to the strategic pivot as well as costs related to operations under our prior strategy that will not be incurred going forward. Had those strategic changes been in effect as of January 1, 2022, our adjusted EBITDA would have been $9.5 million higher for the year. This includes costs related to terminated employees of approximately $7.5 million and non-payroll Spok Go and other costs of approximately $2 million. Inclusive of these adjustments, our 2022 adjusted EBITDA would have been $24.5 million. Finally, I'd like to take a few minutes to outline our financial guidance for 2023. In general, this guidance was constructed with a base assumption of cautious optimism based on our performance in 2022 with our strategic pivot and the precepts that Vince reviewed earlier. As a reminder, the figures I'm going to discuss today are included in our guidance table in the earnings release. In 2023, we expect total revenue to be in the range of $129 million to $136.5 million, of which we expect wireless revenue to range between $71.5 million to $74.5 million as we continue to expect a slower year-over-year revenue erosion rate based on certain pricing actions we have taken and continued adoption of our GenA pager. Software revenue is expected to range from $57.5 million to $62 million, with the midpoint implying total software revenue representing a small increase from 2022 software revenue. As we have discussed previously, our refocus on our Spok Care Connect software business, after discontinuing Spok Go, will involve the progress we have made in 2022, coupled with our research and development effort in 2023, which costs are included in our guidance to stabilize software revenue and position it for growth in future years. The efforts Vince summarized previously, along with continuing to tightly manage expenses, result in our adjusted EBITDA guidance of $24 million to $26 million for 2023. On a final note, though we are not providing specific guidance for CapEx due to timing and other issues, we would expect the CapEx levels would be in line with prior years. Total capital expenditures for the full year 2022 were $3.8 million, down from $4.4 million in the prior year. With that said, I will now turn the call back over to Vince.