UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
FORM
———————
For the quarterly period ended:
or
For the transition period from: _____________ to _____________
(Exact name of registrant as specified in its charter) |
———————
|
| |||
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
888-808-ACCS (2227)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
|
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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes
As of August 12, 2025, the number of outstanding shares of the issuer’s common stock was
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
| ||||
|
|
| ||
| 29 |
| ||
| 29 |
| ||
Unregistered Sales of Equity Securities and Use of Proceeds. |
| 29 |
| |
| 29 |
| ||
| 29 |
| ||
| 29 |
| ||
| 30 |
| ||
|
| 31 |
| |
| 2 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACCESS NEWSWIRE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
| June 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
ASSETS |
| (unaudited) |
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Accounts receivable (net of allowance for doubtful accounts of $ |
|
|
|
|
|
| ||
Other current assets |
|
|
|
|
|
| ||
Current assets held for sale |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
Capitalized software (net of accumulated amortization of $ |
|
|
|
|
|
| ||
Fixed assets (net of accumulated depreciation of $ |
|
|
|
|
|
| ||
Right-of-use asset – leases |
|
|
|
|
|
| ||
Other long-term assets |
|
|
|
|
|
| ||
Goodwill |
|
|
|
|
|
| ||
Intangible assets (net of accumulated amortization of $ |
|
|
|
|
|
| ||
Deferred tax asset |
|
|
|
|
|
| ||
Non-current assets held for sale |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses |
|
|
|
|
|
| ||
Income taxes payable |
|
|
|
|
|
| ||
Current portion of long-term debt |
|
|
|
|
|
| ||
Deferred revenue |
|
|
|
|
|
| ||
Current liabilities held for sale |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
Long-term debt (net of debt discount of $ |
|
|
|
|
|
| ||
Lease liabilities – long-term |
|
|
|
|
|
| ||
Deferred Tax Liability |
|
|
|
|
|
| ||
Other long-term liabilities |
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Other accumulated comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Retained earnings |
|
|
|
|
|
| ||
Total stockholders' equity |
|
|
|
|
|
| ||
Total liabilities and stockholders’ equity |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
| Table of Contents |
ACCESS NEWSWIRE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share amounts)
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest income (expense), net |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Other income (loss), net |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Loss before taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income tax benefit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net loss from continuing operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net income (loss) from discontinued operations, net of tax |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Net income (loss) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Loss from continuing operations per share – basic |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Loss from continuing operations per share – fully diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Income (loss) from discontinued operations per share – basic |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
| |||
Income (loss) from discontinued operations per share – fully diluted |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
| |||
Income (loss) per share – basic |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Income (loss) per share – fully diluted |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Weighted average number of common shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average number of common shares outstanding – fully diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
| Table of Contents |
ACESS NEWSWIRE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Net income (loss) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Foreign currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Comprehensive (loss) income |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
| Table of Contents |
ACCESS NEEWSWIRE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share and per share amounts)
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated Other Comprehensive Income |
|
| Retained |
|
| Total Stockholders’ |
| |||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| (Loss) |
|
| Earnings |
|
| Equity |
| ||||||
Balance at December 31, 2023 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
Stock-based compensation expense |
|
| — |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Exercise of stock awards, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net loss |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at March 31, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
Stock-based compensation expense |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Exercise of stock awards, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net income |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at June 30, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
Stock-based compensation expense |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Exercise of stock awards, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net income |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at March 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
Stock-based compensation expense |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Exercise of stock awards, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at June 30, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
| Table of Contents |
ACCESS NEWSWIRE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
|
| For the Six Months Ended |
| |||||
|
| June 30, |
|
| June 30, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Gain on disposal of business |
|
| ( | ) |
|
|
| |
Depreciation and amortization |
|
|
|
|
|
| ||
Provision for credit losses |
|
|
|
|
|
| ||
Deferred income taxes |
|
| ( | ) |
|
| ( | ) |
Stock-based compensation expense |
|
|
|
|
|
| ||
Non-cash interest adjustment on note payable |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable |
|
| ( | ) |
|
| ( | ) |
Decrease (increase) in other assets |
|
|
|
|
|
| ||
Increase (decrease) in accounts payable |
|
|
|
|
| ( | ) | |
Increase (decrease) in income tax payable |
|
|
|
|
|
| ||
Increase (decrease) in accrued expenses |
|
|
|
|
| ( | ) | |
Increase (decrease) in deferred revenue |
|
| ( | ) |
|
|
| |
Net cash provided by operating activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from Sale of Compliance Business |
|
|
|
|
|
| ||
Capitalized software |
|
| ( | ) |
|
| ( | ) |
Purchase of fixed assets |
|
| ( | ) |
|
| ( | ) |
Net cash provided by (used in) investing activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payment of long-term debt |
|
| ( | ) |
|
| ( | ) |
Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
| ( | ) |
|
| ( | ) |
Cash and cash equivalents – beginning |
|
|
|
|
|
| ||
Currency translation adjustment |
|
|
|
|
| ( | ) | |
Cash and cash equivalents – ending |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
| Table of Contents |
ACCESS NEWSWIRE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The unaudited interim Consolidated Balance Sheet as of June 30, 2025 and Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows for the three and six-month periods ended June 30, 2025 and 2024 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the financial statements. Results of operations reported for the interim periods are not necessarily indicative of results for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The interim financial information should be read in conjunction with the 2024 audited financial statements of ACCESS Newswire Inc. (the “Company”, “We”, or “Our”) filed on Form 10-K for the year ended December 31, 2024.
Note 2. Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions are eliminated in consolidation.
Cash Equivalents
For purposes of the Company’s financial statements, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses
The Company calculates its allowance for credit losses using an expected losses model rather than using incurred losses. The model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balances sheet date through analyzing historical customer data as well as taking into consideration current economic trends. The Company generally writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection.
The following is a summary of the allowance for credit losses during the three and six months ended June 30, 2025 and 2024 (in thousands):
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Beginning balance |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Write-offs |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Ending Balance |
|
|
|
|
|
|
|
| 1,600 |
|
|
| 712 |
| ||
Concentration of Credit Risk
Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company places its cash and temporary cash investments with credit quality institutions. As of June 30, 2025, the Company’s domestic cash balance is spread among different depository institutions such that there is no balance which exceeds the FDIC insurance limit of $
The Company believes it did not have any financial instruments that could have potentially subjected us to significant concentrations of credit risk for any relevant period.
The Company did not have any customers during the three months ended June 30, 2025 or 2024 that accounted for more than 10% of revenue.
| 8 |
| Table of Contents |
Revenue Recognition
Substantially all the Company’s revenue comes from contracts with customers for its press release distribution and related products, investor relations website hosting or data feeds, events and webcast offerings and subscriptions to its incident hotline. Customers consist of public corporate issuers and professional firms, such as investor and public relations firms. In the case of news distribution and webcasting offerings, customers also include private companies. The Company accounts for a contract with a customer when there is an enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has economic substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer.
The Company's contracts include either a subscription to its entire platform, certain modules within the platform or to its Press Release Optimizer Plan (“PRO”), or an agreement to perform services, or any combination thereof, and often contain multiple subscriptions and services. For these bundled contracts, the Company accounts for individual subscriptions and services as separate performance obligations if they are distinct, which is when a product or service is separately identifiable from other items in the bundled package, and a customer can benefit from it on its own or with other resources that are readily available to the customer. Performance obligations include providing subscriptions to certain modules or our entire platform, distributing press releases on a per release basis or conducting webcasts, virtual annual meetings, or other events on a per event basis. PRO subscription contracts contain two performance obligations: (i) the first is a series of distinct services that include, but are not limited to, developing specific media plans, and creating content to be distributed and (ii) the second performance obligation being access to the PRO platform along with distribution of press releases, ongoing support, and assessment of performance as a stand-ready obligation. The Company’s subscription and service contracts are generally for one year, with automatic renewal clauses included in the contract until the contract is cancelled. The contracts do not contain any rights of returns, guarantees, or warranties. Since contracts are generally for one year, all the revenue is expected to be recognized within one year from the contract start date. As such, the Company has elected the optional exemption that allows the Company not to disclose the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of each reporting period.
The Company recognizes revenue for subscriptions evenly over the contract period, upon distribution for pay per release or packages of press releases and upon event completion for webcasting and virtual annual meeting events. For service contracts that include stand-ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.
For bundled contracts, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the subscription or service. If a standalone selling price is not directly observable, the Company uses the residual method to allocate any remaining price to that subscription or service. The Company reviews standalone selling prices, at least annually, and updates these estimates if necessary.
The Company invoices its customers based on the billing schedules designated in its contracts, typically upfront on either a monthly, quarterly or annual basis or per transaction at the completion of the performance obligation. Deferred revenue for the periods presented was primarily related to press release packages which have been invoiced or paid, however the releases have not yet been disseminated, as well as, subscription and service contracts, which are billed upfront, quarterly, or annually, however the revenue has not yet been recognized. The associated deferred revenue is generally recognized as releases are disseminated for press release packages and ratably over the billing period for subscriptions. Deferred revenue as of June 30, 2025 and December 31, 2024, was $
Costs to obtain contracts with customers consist primarily of sales commissions. As of June 30, 2025 and December 31, 2024, the Company has capitalized $
| 9 |
| Table of Contents |
Earnings Per Share (EPS)
Earnings per share accounting guidance requires that basic net income per common share be computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Shares issuable upon the exercise of stock options totaling
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for credit losses and the valuation of goodwill, intangible assets, deferred tax assets, and stock-based compensation. Actual results could differ from those estimates.
Income Taxes
Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. For any uncertain tax positions, the Company recognizes the impact of a tax position, only if it is more likely than not of being sustained upon examination, based on the technical merits of the position. The Company’s policy regarding the classification of interest and penalties is to classify them as income tax expense in the financial statements, if applicable.
Capitalized Software
Costs incurred to develop the Company’s cloud-based platform products are capitalized when the preliminary project phase is complete, management commits to fund the project and it is probable the project will be completed and used for its intended purposes. Once the software is substantially complete and ready for its intended use, the software is amortized over its estimated useful life, which is typically four years. Costs related to design or maintenance of the software are expensed as incurred. Amortization for the three and six-month periods ended June 30, 2025 and 2024, is as follows (in thousands):
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capitalized software development costs |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Amortization included in cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impairment of Long-lived Assets
In accordance with the authoritative guidance for accounting for long-lived assets, assets such as property and equipment, trademarks, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.
Lease Accounting
The Company determines if an arrangement is a lease at inception. Operating lease agreements are primarily for office space and are included within lease right-of-use (“ROU”) assets and lease liabilities on the Consolidated Balance Sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease and payments under operating leases classified as short-term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ROU assets include any lease payments due and exclude lease incentives. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.
| 10 |
| Table of Contents |
Fair Value Measurements
Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
| · | Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Cash and cash equivalents are quoted at Level 1. |
| · | Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The fair value of the Company’s long-term debt and interest rate swap are quoted at Level 2. |
| · | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
As of June 30, 2025 and December 31, 2024, the Company believes the fair value of its financial instruments, such as, accounts receivable, long-term debt, the line of credit, and accounts payable approximate their carrying amounts.
Stock-based Compensation
The authoritative guidance for stock compensation requires that companies estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The associated cost is recognized over the period during which an employee or director is required to provide service in exchange for the award.
Translation of Foreign Financial Statements
The financial statements of the foreign subsidiaries of the Company have been translated into U.S. dollars. All assets and liabilities have been translated at current rates of exchange in effect at the end of the period. Income and expense items have been translated at the average exchange rates for the year or the applicable interim period. The gains or losses that result from this process are recorded as a separate component of other accumulated comprehensive income until the entity is sold or substantially liquidated.
Comprehensive Loss
Comprehensive loss consists of net loss and other comprehensive income related to changes in the cumulative foreign currency translation adjustment.
Business Combinations, Goodwill, and Intangible Assets
The authoritative guidance for business combinations specifies the criteria for recognizing and reporting intangible assets apart from goodwill. The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of client relationships, customer lists, distribution partner relationships, software, technology, non-compete agreements and trademarks that are initially measured at fair value. At the time of the business combination, trademarks may be considered an indefinite-lived asset and, as such, are not amortized as there may be no foreseeable limit to cash flows generated from them. For the Newswire acquisition, the Company originally determined the trademarks acquired were considered a definite lived asset which will be amortized over a period of
| 11 |
| Table of Contents |
Advertising
The Company expenses advertising as incurred. During the three and six-month periods ended June 30, 2025, advertising expense was $
Liquidity and Capital Resources
As of June 30, 2025, we had $
As of June 30, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $
Accounting Pronouncements Not Yet Effective
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company for the year ending December 31, 2025. The guidance allows for adoption using either a prospective or retrospective transition method. The Company does not believe the adoption of this standard will have a significant impact on the Company’s financial position, results of operations or cash flows, however, is evaluating the impact that the updated standard will have on its financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This update requires enhanced disclosures of certain costs and expenses in the notes to the financial statements. This update is applicable to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied prospectively; however, retrospective application is permitted. The Company is currently evaluating the impact the new accounting guidance will have on its disclosures.
Note 3: Discontinued Operations
On February 28, 2025 (the “Closing Date”), the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s compliance business (the “Purchased Assets”). The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services). Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in “communications revenue” stream in previous SEC filings. Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “compliance revenue” was retained by the Company. The Buyer assumed certain liabilities related to the Purchased Assets, which included certain accounts payable, accrued liabilities and deferred revenue.
The Company reviewed ASC 205-20-45, which provides guidance over the disposal of a component of an entity and determined that the criteria were met to classify the assets of the compliance business as held-for-sale as of December 31, 2024. Further guidance states that once a group of assets are determined to be held-for-sale, then they should be recorded as discontinued operations in the financial statements of the entity.
Performance obligations of contracts included in discontinued operations include providing subscriptions to certain modules of our compliance software or other stand-ready obligations to deliver services and annual report printing and distribution. Additionally, services are provided on a per project basis. Set up fees for disclosure services are considered a separate performance obligation and are satisfied upfront. Set up fees for the transfer agent module and investor relations content management module are immaterial. For service contracts that include stand ready obligations, revenue is recognized evenly over the contract period. For all other services delivered on a per project or event basis, the revenue is recognized at the completion of the event. The Company believes recognizing revenue for subscriptions and stand ready obligations using a time-based measure of progress, best reflects the Company’s performance in satisfying the obligations.
| 12 |
| Table of Contents |
As of the Closing Date, there was $
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
Accounts Receivable (net of provision for credit losses of $1,016 and $559 as of June 30, 2025 and December 31, 2024) |
| $ |
|
| $ |
| ||
Other current assets |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
Goodwill |
|
|
|
|
|
| ||
Intangible Assets (net of accumulated amortization $5,265 as of December 31, 2024) |
|
|
|
|
|
| ||
Other non-current assets |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
Accounts Payable |
| $ |
|
| $ |
| ||
Accrued Expenses |
|
|
|
|
|
| ||
Deferred Revenue |
|
|
|
|
|
| ||
Total liabilities |
| $ |
|
| $ |
|
The following table sets forth the details of income from discontinued operations for the three and six months ended June 30, 2025 and 2024 as presented in the Consolidated Statement of Operations (in thousands):
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Interest income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on disposal of business |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) before taxes |
|
| ( | ) |
|
|
|
|
|
|
|
| ||||
Income tax expense (benefit) |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Net income (loss) from discontinued operations |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
The following table presents the significant non-cash items related to discontinued operations for the six-month period ended June 30, 2025 and 2024 that are included in the accompanying statements of cash flows:
|
| June 30, 2025 |
|
| June 30, 2024 |
| ||
Adjustments to reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
| ||
Depreciation and amortization |
| $ |
|
| $ |
| ||
Provision for credit losses |
|
|
|
|
|
| ||
Stock-based compensation expense |
|
|
|
|
|
| ||
Gain on disposal of business |
|
|
|
|
|
| ||
| 13 |
| Table of Contents |
Note 4: Equity
Dividends
The Company did not pay any dividends during the three and six-month periods ended June 30, 2025 and 2024.
Preferred stock and common stock
There were no issuances of preferred stock or common stock during the three and six-month periods ended June 30, 2025 and 2024, other than stock awarded to employees and the Board of Directors.
2023 Equity Incentive Plan
On June 7, 2023, the shareholders of the Company approved the 2023 Equity Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, the Company is authorized to issue incentive awards for common stock up to
The following table summarizes information about stock options outstanding and exercisable at June 30, 2025:
|
| Options Outstanding |
|
| Options Exercisable |
| ||||||||||
Exercise Price Range |
| Number |
|
| Weighted Average Remaining Contractual Life (in Years) |
|
| Weighted Average Exercise Price |
|
| Number |
| ||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
$ |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
Total |
|
|
|
|
|
|
| $ |
|
|
|
| ||||
As of June 30, 2025, the Company had unrecognized stock compensation related to the options of $
During the three and six months ended June 30, 2025, the Company granted
During the three and six months ended June 30, 2025,
| 14 |
| Table of Contents |
Note 5: Income Taxes
The Company recognized an income tax benefit of $
The One Big Beautiful Bill Act (or “OBBB Act”), enacted on July 4, 2025, permits the deduction of certain U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025 but expenditures attributable to research and development conducted outside the U.S. must continue to be capitalized and amortized over fifteen years. The OBBB Act also provides the option to accelerate the amortization of any remaining unamortized U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2022, and before January 1, 2025, over a one or two year period beginning with the first taxable year beginning after December 31, 2024. As the law was enacted after June 30, 2025, the effects of the OBBB are not reflected in our financial results for the three months ended June 30, 2025. The Company is currently evaluating the provisions of the OBBB Act and assessing its potential effects on its Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows, including the expected tax benefits that may arise from the implementation of this new law.
Note 6: Leases
Leasing activity generally consists of office leases. In March 2019, a lease was signed to move the corporate headquarters to Raleigh, North Carolina. The lease had a lease commencement date of October 2, 2019 and expires December 31, 2027. Minimum lease payments are $
Lease liabilities totaled $
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Lease expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating lease expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Variable lease expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total lease expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The weighted-average remaining non-cancelable lease term for our operating leases was
Year Ended December 31: |
|
|
| |
2025 |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
Total lease payments |
| $ |
| |
Present value adjustment |
|
| ( | ) |
Lease liability |
|
|
| |
We have performed an evaluation of our other contracts with customers and suppliers in accordance with Topic 842 and have determined that, except for the leases described above, none of our contracts contain a lease.
| 15 |
| Table of Contents |
Note 7: Segment Reporting
Operating segments are components of an enterprise about which separate financial information is available and is evaluated periodically by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The Company considers itself to be in a single reportable segment under the authoritative guidance for segment reporting, specifically a communications company for publicly traded and private companies. The CODM uses operating income to evaluate our capital allocation, which could be re-investing income back into the Company, executing a share-repurchase, paying dividends or acquiring other entities. Operating income is used to monitor budget versus actual results. The CODM also uses operating income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the Company. Below provides a further breakdown of costs and expenses of our one reporting segment (in thousands):
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs to deliver products |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Employee costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Teleconference costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of capitalized software |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other segment costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Consultants and professional services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Software licensing |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stock compensation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Hosting |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Merchant and bank fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capitalized Software |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Acquisition/integration and other non-recurring costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Rent |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other operating expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
(1) Other operating expenses include insurance, travel, reseller commissions, tradeshow expense and other miscellaneous selling, general and administrative expenses
Note 8: Credit Agreement
On March 20, 2023 (the “Closing Date”), the Company entered into a $
Pursuant to the terms of the Credit Agreement,
| 16 |
| Table of Contents |
Effective June 25, 2024, the aggregate principal amount of the Revolving LOC was reduced to $
On February 28, 2025 and in connection with the Purchased Assets transaction described above, the Company and each of its wholly-owned subsidiaries entered into a Third Modification to Credit Agreement and Partial Release (the “Third Modification to Credit Agreement”) with Pinnacle with respect to the Credit Agreement.
Pursuant to the terms of the Third Modification to Credit Agreement and a subsequent amendment, the Company and Pinnacle agreed to the following:
The Credit Agreement, as amended, contains the following financial covenants:
| As Amended |
Fiscal Quarter | Fixed Charge Coverage Ratio |
Each fiscal quarter ending on or after June 30, 2025 | 1:2:1.0 |
Additionally, the Company is required to maintain unrestricted liquidity, as follows.
Leverage Ratio | Unrestricted Liquidity |
If the Leverage Ratio is less than or equal to 1.5:1.00 | $1,500,000 |
If the Leverage Ratio is greater than 1.5:1.00 but less than or equal to 1.75:1.00 | $1,000,000 |
If the Leverage Ratio is greater than 1.75:1.00 | $500,000 |
The Credit Agreement also contains customary affirmative covenants for a transaction of this nature, including among other things, covenants relating to: maintenance of adequate financial and accounting books and records, delivery of financial statements and other information, preservation of existence of the Company and subsidiaries, payment of taxes and claims, compliance with laws, maintenance of insurance, foreign qualification, use of proceeds, cash management system, maintenance of properties, and conduct of business.
The Credit Agreement also contains customary negative covenants for a transaction of this nature, including, among other things, covenants relating to debt, liens, investments, negative pledges, dividends and other debt payments, restriction on fundamental changes, sale of assets, transactions with affiliates, restrictive agreements, and changes in fiscal year.
The Credit Agreement also contains various Events of Default (subject to certain grace periods, to the extent applicable), including among other things, Events of Default for the nonpayment of principal, interest or fees; breach of certain covenants; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; dissolution or change of control; certain unsatisfied judgments; defaults under material agreements; certain unfunded liabilities under employee benefit plans; certain unsatisfied judgments; certain ERISA violations; and the invalidity or unenforceability of the Credit Agreement. If an Event of Default occurs, the Company may be required to repay all amounts outstanding under the Credit Agreement. The Term Loan and any advances under the Revolving LOC are secured by a first priority lien and security interest to the benefit of Pinnacle in the Event of Default on all of the Company’s current or future assets and each of the Guarantor’s current or future assets.
| 17 |
| Table of Contents |
Note 9: Interest Rate Swap
The Company entered into an interest rate swap agreement to convert its interest rate exposure from variable rate to fixed rate to control cash outflows related to interest on its variable rate debt. The Company originally had $
The carrying amount for the Company’s derivative financial instrument is the estimated fair value of the financial instrument. The Company’s derivative is not exchange listed and therefore the fair value is estimated under a mark-to-market approach using an analytics model that is a readily observable market input. This model reflects the contractual terms of the derivative, such as notional value and expiration date, as well as market-based observables including interest rates, yield curves, and the credit quality of the counterparty. The model also incorporates the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity, and accordingly, the Company’s derivative is classified within Level 2 of the fair value hierarchy. While the Company believes its estimate results in a reasonable reflection of the fair value of the instrument, the estimated value may not be representative of actual value that could have been realized or that will be realized in the near future.
In accounting for the interest rate swap, the Company has determined it does not qualify for hedge accounting. The fair value of the swap agreement as of June 30, 2025 was a liability of $
| 18 |
| Table of Contents |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The discussion of the financial condition and results of operations of the Company set forth below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Form10-Q. This Form10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form10-Q that are not purely historical are forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act. When used in this Form10-Q, or in the documents incorporated by reference into this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future sales, future expenses, future liquidity, and capital resources. All forward-looking statements in this Form10-Q are based upon information available to the Company on the date of this Form10-Q, and the Company assumes no obligation to update any such forward-looking statements. The Company’s actual results could differ materially from those discussed in this Form10-Q for many reasons. Factors that could cause or contribute to such differences (“Cautionary Statements”) include, but are not limited to, those discussed in Item 1. Business — “Risk Factors” and elsewhere in the Company’s Annual Report on Form10-K for the year ended December 31, 2024, which are incorporated by reference into this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the Cautionary Statements.
Overview
ACCESS Newswire Inc. and its subsidiaries are hereinafter collectively referred to as “ACCESS”, “ACCESS Newswire”, the “Company”, “We” or “Our” unless otherwise noted.
We are a Delaware corporation formed in October 1988 under the name Docucon Incorporated. In December 2007, we changed our name to Issuer Direct Corporation, and then effective January 27, 2025, we changed our name from Issuer Direct Corporation to ACCESS Newswire Inc.
Our principal executive offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227). Our website address is https://www.accessnewswire.com.
Both the Company and its executive officers, announce material financial information to our investors using our investor relations website, SEC filings, investor events, news and earnings releases, public conference calls, webcasts, and social media. We use these channels to communicate with our investors and the public about our company, our products and services and other related matters. It is possible that information we post on some of these channels could be deemed to be material information. Therefore, we encourage investors, the media and others interested in ACCESS to review the information we post to all our channels, including our social media accounts.
We offer a dynamic customer platform that empowers businesses to connect, engage and build their brands. Our platform streamlines Public Relations (PR) and Investor Relations (IR), helping organizations manage events, enhance communication and strategically distribute their messaging to key stakeholders, including investors, media professionals, markets, and regulatory systems worldwide. Today, thousands of customers—from emerging startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact.
Specifically, the core products that encompass our platform are the following: Press Release Distribution, Media Monitoring, Database and Pitching, as well as Investor Relations Websites and Earnings and Event technologies.
We focus on selling to small and mid-market private and public companies, which we define as companies that have between 2 and 2,000 employees. In late 2024, we launched our new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire. As of June 30, 2025, we have 971 subscriptions with an annual recurring revenue (“ARR”) of approximately $10.7 million.
Sale of our Compliance Business
On February 28, 2025, the Company and Direct Transfer, LLC, its wholly owned subsidiary entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”). The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services). Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in “communications revenue” stream in previous SEC filings. Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance revenue” was retained by the Company. The Buyer only assumed certain liabilities related to the Purchased Assets, which includes certain accounts payable, accrued liabilities and deferred revenue. As a result, assets associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the three and six months ended June 30, 2025 and 2024, while the remaining assets associated with our Communications business are included in continuing operations.
| 19 |
| Table of Contents |
Our Platform
In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform. As part of our rebrand, in January 2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to and significantly clearer to the investment community.
Our communications platform consists of the following subscriptions:
ACCESS PR – a subscription that includes press release distribution, media monitoring, pitching and database.
ACCESS IR – a subscription that includes investor relations website, quarterly earnings call, and press release distribution to cover the announcement of your earnings date and actual earnings releases.
ALL ACCESS – encompasses the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.
As an option, the Company provides customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform. For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire in a pay-as-you-go option.
Products in the Platform
Press Release Distribution. Our flagship press release distribution service—marketed under the brands ACCESS Newswire, Newswire.com and PressRelease.com—offers comprehensive news dissemination and media outreach solutions for both private and public companies worldwide. We believe ACCESS is emerging as a competitive force in the newswire industry, leveraging advanced technology to provide customers with greater control and flexibility. Users can choose self-publishing or AI-assisted creations of their press releases, which is reviewed by our expert editorial team for compliance and professional review. We continue to expand our distribution network, refine targeting capabilities, and enhance analytics reporting to maximize impact.
Our platform also includes a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial review within minutes. These innovations have contributed to historical growth of press release distribution products, a trend we anticipate will continue in the coming years.
Additionally, we maintain high gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract commitments. Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring greater value for our customers.
Press Release Optimizer (”PRO”). Our PRO offering, formally Media Advantage Platform, automates media and marketing communications for businesses seeking to deliver the right message to the right audience at the right time for the right purpose. Through the PRO offering, we provide content and media communications services that provide customers the opportunity to optimize their content and increase their media visibility, therefore building their brand awareness and engaging a larger audience. With the flexibility of these offerings, customers have the ability to now choose to add a PRO solution to any of their ACCESS subscriptions.
Media Database. Our media database is based on the idea that pitching the media should be a targeted endeavor. Our dataset includes only the journalists that are actively writing and publishing articles. We built this component in reverse, looking at the tens of millions of articles published annually and sorted articles by industry, publication and journalist, then curated the most accurate data of each contact and made it available within our media database. Additionally, within the interface we made it easy to see each article published by every journalist a user may want to connect with, making our media suite a compelling combination of the right features and intelligence between database, pitching, and monitoring.
Media Pitching. Pitching is a critical part of our media suite because it allows the user to contact and connect with the most active journalists in their industry. Our media suite not only gives the user the professionals to pitch, it also offers AIMee, our AI writing and recommendation engine, to enhance the user’s message, write a new message and highlight engage-able content to help bring their pitch to the forefront.
| 20 |
| Table of Contents |
Media Monitoring. A brand monitoring solution is extremely important, and every company should consider monitoring not only their brands, but their products, executives and competitors mentioned in all mediums – print, broadcast media and television, web, radio, video, blogs and social media. Our monitoring solution offers many of these mediums and we will continue to undergo expansion in each of these mediums with a goal of being a comprehensive media monitoring solution within the next year. Our media monitoring solution ties together our journalist contacts and mention analytics into and with a customer’s dashboard of daily activity.
Media Room. A natural addition to our public relations and investor relations website business. This product offering can be an add-on to any customer’s subscription. The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager.
Our media room addresses the needs of our customers looking to build connections with media, journalists, customers and if applicable the investment community. According to TekGroup’s latest survey in 2023, a majority of journalists and media professionals indicated the importance of media rooms that include digital media, press kits and video. We believe our media room accomplishes this by making it a part of our subscription platform or stand-alone offering, giving us a further competitive advantage in the market. This also allows our customers to have one media platform to manage all their assets, brands and outreach.
Webcasting & Events. Our webcasting and events business is comprised of our earnings call webcasting solutions and our virtual meeting and events software (such as deal/non-deal road shows, analyst days and shareholder days).
Our Webcasting Platform is a cloud-based webcast, webinar and virtual meeting platform that delivers live and on-demand streaming of events to audiences of all sizes. Our solution allows customers to create, produce and deliver events, which we feel has significantly strengthened our webcasting product and overall offering. The platform architecture gives us the ability to host thousands of webcasts each year, expanding and diversifying our webcast business from our historical earnings-based events to include any type of virtual event.
Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast or both as part of their events. Our platform incorporates other elements of the earnings event, including earnings date/call announcement, and earnings press release. There are a handful of our competitors that can offer this integrated full-service solution today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process. As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers.
Professional Conference and Events Software. Our professional conference and events software is a subscription offering we currently license to investor conference organizers. This software, which is also available as a native mobile app, offers organizers, issuers and investors the ability to register, request and approve one-on-one meetings, manage schedules, perform event promotion and sponsorship, print attendee badges and manage lodging. This cloud-based product can be used in a virtual or in person conference setting and is integrated within other offerings of press release distribution, media rooms and webcasting and events. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market.
Investor Relations Websites. Our investor relations content network is another component of our platform, which is used to create the investor relations’ tab of a company’s website. This investor relations content network is a robust series of data feeds including news feeds, stock feeds, fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges and news distribution outlets around the world. Customers can subscribe to one or more of these data feeds or as a component of a fully designed and hosted website for pre-IPO companies, SEC reporting companies and partners seeking to display our content on their corporate sites. The clear benefit to our investor relations content network is its integration with our other offerings. As such, companies can produce content for public distribution and it is automatically linked to their corporate website, distributed to targeted groups and placed into our data feed partners.
During 2023, we released significant upgrades to our investor relations website that included ADA Compliance (Americans with Disabilities Act) and AODA Compliance (Accessibility for Ontarians with Disabilities Act) which ensures that people with disabilities have the same access to all areas of a business's premises, specifically, customers’ websites. This add-on requires a recurring annual subscription and is delivered fully integrated into and with our investor relations website offering.
Incident Hotline. Formally our whistleblower hotline offering, this is an add-on product within our subscription platform. This system delivers secure notifications and basic incident workflow management processes that align with a company’s corporate governance policies. As a supported and subsidized bundle product of the New York Stock Exchange (“NYSE”) offerings, we are introduced to new IPO customers and other larger cap customers listed on the NYSE. Since 2014, we have been a named NYSE subsidy provider of this incident response and management solution.
| 21 |
| Table of Contents |
Results of Operations
Comparison of results of operations for the three and six-months ended June 30, 2025 and 2024 (in thousands):
|
| Three Months Ended June 30, |
|
| Percentage of Revenue |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
| 5,621 |
|
|
| 6,020 |
|
|
|
|
|
|
| ||
Cost of Revenues |
|
| 1,336 |
|
|
| 1,373 |
|
|
| 24 | % |
|
| 23 | % |
Gross margin |
|
| 4,285 |
|
|
| 4,647 |
|
|
| 76 | % |
|
| 77 | % |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 1,752 |
|
|
| 1,842 |
|
|
| 31 | % |
|
| 31 | % |
Sales and marketing |
|
| 1,462 |
|
|
| 1,943 |
|
|
| 26 | % |
|
| 32 | % |
Product development |
|
| 655 |
|
|
| 719 |
|
|
| 12 | % |
|
| 12 | % |
Depreciation and amortization |
|
| 665 |
|
|
| 674 |
|
|
| 12 | % |
|
| 11 | % |
Total expenses |
|
| 4,534 |
|
|
| 5,178 |
|
|
| 81 | % |
|
| 86 | % |
Operating loss |
|
| (249 | ) |
|
| (531 | ) |
|
| (4 | )% |
|
| (9 | )% |
Interest income (expense), net |
|
| 11 |
|
|
| (303 | ) |
|
| — |
|
|
| (5 | )% |
Other (loss) income |
|
| (10 | ) |
|
| 14 |
|
|
| — |
|
|
| — |
|
Loss before income taxes |
|
| (248 | ) |
|
| (820 | ) |
|
| (4 | )% |
|
| (14 | )% |
Income tax benefit |
|
| (9 | ) |
|
| (137 | ) |
|
| — |
|
|
| (2 | )% |
Net loss from continuing operations |
| $ | (239 | ) |
| $ | (683 | ) |
|
| (4 | )% |
|
| (11 | )% |
|
| Six Months Ended June 30, |
|
| Percentage of Revenue |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
| 11,097 |
|
|
| 11,592 |
|
|
|
|
|
|
| ||
Cost of Revenues |
|
| 2,539 |
|
|
| 2,761 |
|
|
| 23 | % |
|
| 24 | % |
Gross margin |
|
| 8,558 |
|
|
| 8,831 |
|
|
| 77 | % |
|
| 76 | % |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 3,705 |
|
|
| 3,481 |
|
|
| 33 | % |
|
| 30 | % |
Sales and marketing |
|
| 3,056 |
|
|
| 4,014 |
|
|
| 28 | % |
|
| 35 | % |
Product development |
|
| 1,388 |
|
|
| 1,373 |
|
|
| 13 | % |
|
| 12 | % |
Depreciation and amortization |
|
| 1,335 |
|
|
| 1,356 |
|
|
| 12 | % |
|
| 12 | % |
Total expenses |
|
| 9,484 |
|
|
| 10,224 |
|
|
| 85 | % |
|
| 88 | % |
Operating loss |
|
| (926 | ) |
|
| (1,393 | ) |
|
| (8 | )% |
|
| (12 | )% |
Interest expense, net |
|
| (193 | ) |
|
| (587 | ) |
|
| (2 | )% |
|
| (5 | )% |
Other (loss) income |
|
| (79 | ) |
|
| 219 |
|
|
| (1 | )% |
|
| 2 | % |
Loss before income taxes |
|
| (1,198 | ) |
|
| (1,761 | ) |
|
| (11 | )% |
|
| (15 | )% |
Income tax benefit |
|
| (194 | ) |
|
| (295 | ) |
|
| (2 | )% |
|
| (3 | )% |
Net loss from continuing operations |
| $ | (1,004 | ) |
| $ | (1,466 | ) |
|
| (9 | )% |
|
| (13 | )% |
Revenues
Total revenue decreased $399,000, or 7%, to $5,621,000 during the three months ended June 30, 2025, as compared to $6,020,000 for the same period in 2024. Total revenue decreased $495,000, or 4%, to $11,097,000 during the six months ended June 30, 2025, as compared to $11,592,000 for the same period in 2024. The decreases in revenue are due to declines across our various product lines. For the three and six months ended June 30, 2025, core press release revenue decreased 4% and 2%, respectively, due to lower revenue per press release as a result of product mix, as total volume increased 8% and 6%, respectively.
| 22 |
| Table of Contents |
Revenue Backlog
As of June 30, 2025, our deferred revenue balance was $4,741,000, which we expect to recognize over the next twelve months, as compared to $4,743,000 at December 31, 2024. Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products as well as advance billings for subscriptions of our cloud-based products.
Cost of Revenues
Cost of revenues consist primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs. Cost of revenues decreased by $37,000, or 3%, and $222,000, or 8%, during the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024. The decreases were primarily due to a reduction in headcount and optimization of our operations teams, partially offset by increased press release distribution costs. Overall gross margin decreased $362,000, or 8%, and $273,000, or 3%, during the three and six months ended June 30, 2025, compared to the same periods of 2024. As a result, gross margin percentage was 76% and 77% during the three and six months ended June 30, 2025, respectively, as compared to 77% and 76% during the same periods of 2024.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, professional service fees, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses decreased $90,000 or 5%, during the three months ended June 30, 2025 as compared to the same period of 2024. During the six months ended June 30, 2025, general and administrative expenses increased $224,000, or 6% as compared to the same period of 2024. The decrease for the quarter compared to the prior year is primarily due to a reduction in employee related expenses and stock compensation. The increase for the six months ended June 30, 2025 compared to the same period of the prior year, is primarily driven by a benefit to stock compensation expense of $340,000 recorded during the six months ended June 31, 2024, as a result of the resignation of an executive officer, partially offset by decreases in other employee related expenses.
As a percentage of revenue, general and administrative expenses were 31% and 33% for the three and six months ended June 30, 2025, respectively, as compared to 32% and 31% for the same periods of 2024.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries, stock-based compensation, sales commissions, advertising expenses, tradeshow expenses and other marketing expenses. Sales and marketing expenses decreased $481,000, or 25%, and $958,000, or 24%, for the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024. This decrease is primarily due to lower employee-related and advertising expenses.
As a percentage of revenue, sales and marketing expenses were 26% and 28% for the three and six months ended June 30, 2025, respectively, as compared to 32% and 35% for the same periods of 2024.
Product Development Expenses
Product development expenses consist primarily of salaries, stock-based compensation, bonuses, and licenses to develop new products and technology to complement and/or enhance our platform. Product development expenses decreased $64,000, or 9%, during the three months ended June 30, 2025, as compared to the same period of 2024 and remained consistent for the six months ended June 30, 2025, as compared to the same period of the prior year. The decrease for the three months ended June 30, 2025 was due to lower headcount and consulting costs. This decrease was offset by a decrease in capitalized software for the six months ended June 30, 2025, as the Company only capitalized $23,000 of software, compared to $400,000 during the same period of the prior year. The Company did not capitalize any costs for software development during the three months ended June 30, 2025, compared to $155,000 during the same period of the prior year
As a percentage of revenue, product development expenses were 12% and 13% for the three and six months ended June 30, 2025 compared to 12% for the same periods of 2024.
Interest Income (Expense), Net
We recognized interest expense of $54,000 and $268,000 for the three and six-month period ended June 30, 2025, respectively, as compared to $315,000 and $623,000 during the same periods of 2024, which is all related to our long-term credit agreement. The decrease in interest expense for the three and six months ended June 30, 2025 is due to the reduction in debt as a result of the pay down from the sale of the compliance business. These amounts are offset by interest income on deposit and money market accounts of $65,000 and $83,000 for the three and six months ended June 30, 2025 and 2024, respectively, compared to $21,000 and $53,000 for the same periods of the prior year.
| 23 |
| Table of Contents |
Other income (expense)
Other income (expense) represents the change in fair value of our interest rate swap.
Income Taxes
We recognized an income tax benefit of $9,000 and $194,000 for the three and six-month periods ended June 30, 2025, respectively, compared to $137,000 and $295,000 for the three and six-month periods ended June 30, 2024. For the three and six-month periods ended June 30, 2025 and 2024, the variance between our effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, a benefit related to the Foreign Derived Intangible Income ("FDII") deduction and a lower statutory tax rate applied to the Company's Canadian income. This is partially offset by additional expense associated with vesting of stock-based compensation awards
Liquidity and Capital Resources
As of June 30, 2025, we had $4,111,000 in cash and cash equivalents and $3,731,000 in net accounts receivable. Current liabilities from continuing operations as of June 30, 2025, totaled $12,167,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.
As of June 30, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $2,609,000. While our current liabilities from continuing operations exceed current assets from continuing operations, we believe our ability to renegotiate our Credit Agreement and ability to continue to generate cash will benefit us in the future.
As of June 30, 2025, the aggregate principal amount of our Revolving LOC was $1,500,000 and is set to expire June 30, 2026. We currently have no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFR plus 2.05%. As of June 30, 2025, there was no outstanding balance under the Revolving LOC and the interest rate was 6.37%.
Disclosure about Off-Balance Sheet Arrangements
We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
Non-GAAP Measures
The non-GAAP adjustments referenced below and herein relate to the exclusion of stock-based compensation, amortization of acquisition-related intangible assets. and other expenses the Company believes to be non-recurring. A reconciliation of GAAP to non-GAAP historical financial measures has been provided in the tables below.
Management believes that the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations, non-GAAP net income (loss) from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors. These measures, which are referred to as non-GAAP financial measures, are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Our management uses these non-GAAP financial measures as tools for financial and operational decision making and for evaluating our own operating results over different periods of time.
EBITDA from continuing operations is calculated by excluding depreciation and amortization, interest expense, net, and income taxes from the loss from continuing operations. Adjusted EBITDA also excludes certain other expenses which the Company believes to be non-recurring as well as the gain or loss on the change in fair value of our interest rate swap.
Non-GAAP net income (loss) from continuing operations is calculated by excluding stock-based compensation expense and amortization expense for acquisition-related intangible assets from loss from continuing operations and certain other adjustments noted in the tables below. Non-GAAP net income (loss) from continuing operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average diluted shares outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, management believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between its operating results from period to period. For business combinations, management generally allocates a portion of the purchase price to intangible assets. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus management does not believe they are reflective of ongoing operations.
| 24 |
| Table of Contents |
Free cash flow, a non-GAAP measure, represents cash flow from operating activities less purchase of property and equipment and capitalized software. Adjusted free cash flow also deducts certain cash payments which the Company believe to be non-recurring in nature. Management considers free cash flow and adjusted free cash flow to be liquidity measures that provide useful information to investors about the amount of cash generated or used by the business.
Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in the industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on our reported financial results.
The presentation of non-GAAP financial information below and herein are not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below and not rely on any single financial measure to evaluate our business.
A reconciliation of net income to adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 is presented in the following table (in thousands):
|
| Three Months Ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| Amount |
|
| Amount |
| ||
|
|
|
|
|
|
| ||
Net loss from continuing operations: |
| $ | (239 | ) |
| $ | (683 | ) |
Adjustments: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 739 |
|
|
| 728 |
|
Interest (income) expense, net |
|
| (11 | ) |
|
| 303 |
|
Income tax benefit |
|
| (9 | ) |
|
| (137 | ) |
EBITDA from continuing operations |
|
| 480 |
|
|
| 211 |
|
Acquisition and/or integration costs (1) |
|
| 72 |
|
|
| 42 |
|
Other non-recurring expenses (2) |
|
| 95 |
|
|
| 38 |
|
Stock-based compensation expense (3) |
|
| 189 |
|
|
| 237 |
|
Adjusted EBITDA from continuing operations: |
| $ | 836 |
|
| $ | 528 |
|
|
| Six Months Ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| Amount |
|
| Amount |
| ||
|
|
|
|
|
|
| ||
Net loss from continuing operations: |
| $ | (1,004 | ) |
| $ | (1,466 | ) |
Adjustments: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 1,481 |
|
|
| 1,456 |
|
Interest expense, net |
|
| 193 |
|
|
| 587 |
|
Income tax benefit |
|
| (194 | ) |
|
| (295 | ) |
EBITDA from continuing operations |
|
| 476 |
|
|
| 282 |
|
Acquisition and/or integration costs (1) |
|
| 201 |
|
|
| 107 |
|
Other non-recurring expenses (2) |
|
| 331 |
|
|
| (132 | ) |
Stock-based compensation expense (3) |
|
| 392 |
|
|
| 158 |
|
Adjusted EBITDA from continuing operations: |
| $ | 1,400 |
|
| $ | 415 |
|
| (1) | This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, incurred during the periods. |
| (2) | For the three months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $10,000 and non-recurring fees of $85,000. For the six months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $79,000, as well as corporate re-brand costs of $132,000 and non-recurring fees of $120,000. For the three and six months ended June 30, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $14,000 and $219,000, respectively, partially offset by one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $52,000 and $87,000, respectively. |
| (3) | The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects. For the six months ended June 30, 2024, this amount includes a benefit as a result of the resignation of an executive officer. |
| 25 |
| Table of Contents |
A reconciliation of net income to adjusted net income for the three months ended June 30, 2025 and 2024 is presented in the following table (in thousands):
|
| Three Months Ended June 30, |
| |||||||||||||
|
| 2025 |
|
| 2024 |
| ||||||||||
|
| Amount |
|
| Per diluted share |
|
| Amount |
|
| Per diluted share |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss from continuing operations: |
| $ | (239 | ) |
| $ | (0.06 | ) |
| $ | (683 | ) |
| $ | (0.18 | ) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets(1) |
|
| 630 |
|
|
| 0.16 |
|
|
| 637 |
|
|
| 0.17 |
|
Stock-based compensation expense(2) |
|
| 189 |
|
|
| 0.05 |
|
|
| 237 |
|
|
| 0.06 |
|
Other unusual items(3) |
|
| 167 |
|
|
| 0.04 |
|
|
| 80 |
|
|
| 0.02 |
|
Discrete items impacting income tax expense(4) |
|
| 16 |
|
|
| — |
|
|
| 30 |
|
|
| 0.01 |
|
Tax impact of adjustments(5) |
|
| (207 | ) |
|
| (0.05 | ) |
|
| (200 | ) |
|
| (0.05 | ) |
Non-GAAP net income (loss) from continuing operations: |
| $ | 556 |
|
|
| 0.14 |
|
| $ | 101 |
|
| $ | 0.03 |
|
Weighted average number of common shares outstanding – diluted |
|
| 3,857 |
|
|
|
|
|
|
| 3,823 |
|
|
|
|
|
|
| Six Months Ended June 30, |
| |||||||||||||
|
| 2025 |
|
| 2024 |
| ||||||||||
|
| Amount |
|
| Per diluted share |
|
| Amount |
|
| Per diluted share |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss from continuing operations: |
| $ | (1,004 | ) |
| $ | (0.26 | ) |
| $ | (1,466 | ) |
| $ | (0.38 | ) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets(1) |
|
| 1,260 |
|
|
| 0.33 |
|
|
| 1,280 |
|
|
| 0.33 |
|
Stock-based compensation expense(2) |
|
| 392 |
|
|
| 0.10 |
|
|
| 158 |
|
|
| 0.04 |
|
Other unusual items(3) |
|
| 532 |
|
|
| 0.14 |
|
|
| (25 | ) |
|
| 0.00 |
|
Discrete items impacting income tax expense(4) |
|
| 41 |
|
|
| 0.01 |
|
|
| 85 |
|
|
| 0.02 |
|
Tax impact of adjustments(5) |
|
| (459 | ) |
|
| (0.12 | ) |
|
| (297 | ) |
|
| (0.08 | ) |
Non-GAAP net income (loss) from continuing operations: |
| $ | 762 |
|
|
| 0.20 |
|
| $ | (265 | ) |
| $ | (0.07 | ) |
Weighted average number of common shares outstanding – diluted |
|
| 3,850 |
|
|
|
|
|
|
| 3,821 |
|
|
|
|
|
| (1) | The adjustments represent the amortization of intangible assets related to acquired assets and companies. |
| (2) | The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects. For the six months ended June 30, 2024, this amount includes a benefit as a result of the resignation of an executive officer. |
| (3) | For the three months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $10,000 and non-recurring fees, including acquisition, integration and divestiture costs of $157,000. For the six months ended June 30, 2025, this adjustment gives effect to the loss on the change in fair value of our interest rate swap of $79,000, as well as corporate re-brand costs of $132,000 and non-recurring fees, including acquisition, integration and divestiture costs of $321,000. For the three and six months ended June 30, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $14,000 and $219,000, respectively, partially offset by one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and integration expenses of $94,000 and $194,000, respectively. |
| (4) | This adjustment gives effect to discrete items that impact income tax expense. For the three and six months ended June 30, 2025 and 2024, this relates to additional expense associated with vesting of stock-based compensation awards. |
| (5) | This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%. |
| 26 |
| Table of Contents |
For the three and six months ended June 30, 2025 and 2024, free cash flow and adjusted free cash flow were as follows (in thousands):
|
| Three Months Ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net cash provided by operating activities of (GAAP) |
| $ | 135 |
|
| $ | (190 | ) |
Payments for purchase of fixed assets and capitalized software |
|
| — |
|
|
| (155 | ) |
Free cash flow (Non-GAAP) |
|
| 135 |
|
|
| (345 | ) |
Cash paid for acquisition and integration related items (1) |
|
| 31 |
|
|
| — |
|
Cash paid for other unusual items (2) |
|
| 84 |
|
|
| 53 |
|
Adjusted free cash flow from (Non-GAAP) |
| $ | 250 |
|
| $ | (292 | ) |
|
| Six Months Ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net cash provided by operating activities (GAAP) |
| $ | 882 |
|
| $ | 796 |
|
Payments for purchase of fixed assets and capitalized software |
|
| (35 | ) |
|
| (416 | ) |
Free cash flow (Non-GAAP) |
|
| 847 |
|
|
| 380 |
|
Cash paid for acquisition and integration related items (1) |
|
| 118 |
|
|
| 23 |
|
Cash paid for other unusual items (2) |
|
| 252 |
|
|
| 88 |
|
Adjusted free cash flow (Non-GAAP) |
| $ | 1,217 |
|
| $ | 491 |
|
| (1) | This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, paid during the periods. |
| (2) | For the three and six months ended June 30, 2025, this relates to payments related to our corporate re-brand and other non-recurring fees. For the three and six months ended June 30, 2024, this adjustment gives effect to one-time accounting fees , termination benefits and other non-recurring or unusual expenses. |
Outlook
The following statements are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including, without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions, particularly in the domestic and international capital markets. Refer also to the Cautionary Statement Concerning Forward Looking Statements included in this report.
Market factors like the current military conflicts in Ukraine, Israel and the Middle East, tariff wars, instability in global energy markets, global inflation and the increase of interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and supply chains, adversely impacted many industries, and contributed to significant volatility in financial markets. Overall, despite many uncertainties in the market regarding the economic and political outlook, we believe the demand for our platforms and services is stable in a majority of the markets we serve.
We believe there is demand for our products around the world as companies seek to find better platforms and tools to disseminate and communicate their messages in a more efficient and collaborative way.
We also believe the continued transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth. We will also continue to focus on the following key strategic initiatives during the remainder of 2025:
| · | Expanding our products and adapting to this changing industry, |
| · | Expanding customer base, |
| · | Expanding our newswire distribution, |
| · | Investing in technology advancements and upgrades, |
| · | Evaluating acquisitions in areas of strategic focus, |
| · | Generating profitable sustainable growth, |
| · | Generating cash flows from operations. |
| 27 |
| Table of Contents |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and have not materially changed since its most recent annual report.
| 28 |
| Table of Contents |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are neither a party to any litigation nor are we aware of any such threatened or pending litigation which we believe might result in a material adverse effect to our business.
ITEM 1A. RISK FACTORS.
There have been no material changes to our risk factors as previously disclosed in our most recent Form 10-K filing.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 5. OTHER INFORMATION.
Director and Officer Trading Arrangements
During the three months ended June 30, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K
| 29 |
| Table of Contents |
ITEM 6. EXHIBITS.
(a) Exhibits.
Exhibit Number |
| Description |
|
| |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
101.INS |
| XBRL Instance Document.** |
101.SCH |
| XBRL Taxonomy Extension Schema Document.** |
101.CAL |
| XBRL Taxonomy Calculation Linkbase Document.** |
101.LAB |
| XBRL Taxonomy Label Linkbase Document.** |
101.PRE |
| XBRL Taxonomy Presentation Linkbase Document.** |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document. ** |
_______________________________
* | filed or furnished herewith |
** | submitted electronically herewith |
| 30 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 12, 2025
| ACCESS Newswire, Inc. |
| |
|
|
|
|
| By: | /s/ Brian R. Balbirnie |
|
|
| Brian R. Balbirnie |
|
|
| Chief Executive Officer |
|
| By: | /s/ Steven Knerr |
|
|
| Steven Knerr |
|
|
| Chief Financial Officer |
|
| 31 |