ACCESS Newswire Inc.

Previous wording

We focus on selling to small and mid-market businesses, 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 March 31, 2026, we had 1,004 subscriptions with an annual recurring revenue (“ARR”) of approximately $12.8 million.

Current wording

We focus on selling to small and mid-market businesses, 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, 2026, we had 1,162 subscriptions with an annual recurring revenue (“ARR”) of approximately $13.3 million.

Previous wording

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 the “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 included 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 years ended December 31, 2025, while the remaining assets associated with our Communications business are included in continuing operations.

Current wording

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 the “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 included certain accounts payable, accrued liabilities and deferred revenue.

Previous wording

Social Monitoring. A new monitoring add-on to our ACCESS PR suite of products is a comprehensive brand intelligence solution integrated directly into all new ACCES PR Subscriptions. It provides real-time tracking of brand mentions, competitor activity, and industry trends across eight major social platforms — X (Twitter), Instagram, Facebook, Bluesky, Reddit, YouTube, Weibo, and Threads — all accessible from a single unified dashboard. Core capabilities include sentiment analysis, real-time alerts for activity spikes, and competitive benchmarking, enabling PR and communications teams, brand marketers, and agencies to stay ahead of emerging conversations before they reach mainstream coverage. By consolidating social monitoring alongside press release distribution, media monitoring, media pitching and analytics within one platform, ACCESS Newswire eliminates the need for disconnected point solutions and gives users a seamless, end-to-end view of their earned media impact and social presence.

Current wording

Social Monitoring. A new monitoring add-on to our ACCESS PR suite of products is a comprehensive brand intelligence solution integrated directly into all new ACCESS PR Subscriptions. It provides real-time tracking of brand mentions, competitor activity, and industry trends across eight major social platforms — X (Twitter), Instagram, Facebook, Bluesky, Reddit, YouTube, Weibo, and Threads (and forthcoming LinkedIn) — all accessible from a single unified dashboard. Core capabilities include sentiment analysis, real-time alerts for activity spikes, and competitive benchmarking, enabling PR and communications teams, brand marketers, and agencies to stay ahead of emerging conversations before they reach mainstream coverage. By consolidating social monitoring alongside press release distribution, media monitoring, media pitching and analytics within one platform, ACCESS Newswire eliminates the need for disconnected point solutions and gives users a seamless, end-to-end view of their earned media impact and social presence.

Previous wording

Comparison of results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

Comparison of results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Total revenue decreased $149,000, or 3%, to $5,327,000 during the three months ended March 31, 2026, as compared to $5,476,000 for the same period in 2025. The decrease is due to a decrease in revenue from our ProPlan products due to customer attrition and webcasting and events business due to lower revenue from resellers. Revenue from our core press release business was flat compared to the same quarter of the prior year.

Current wording

Total revenue was $5,618,000 for the three months ended June 30, 2026, relatively unchanged from $5,621,000 during the three months ended June 30, 2025. Total revenue decreased $152,000, or 1%, to $10,945,000 during the six months ended June 30, 2026, as compared to $11,097,000 for the same period in 2025. The decrease is primarily due to a decrease in revenue from our webcasting products due to lower revenue from resellers and virtual annual meetings and ProPlan products due to customer attrition. Revenue from our core press release business increased 2% and 1% for the three and six months ended June 30, 2026, respectively, as compared to the same periods of the prior year.

Previous wording

As of March 31, 2026, our deferred revenue balance was $5,390,000, which we expect to recognize over the next twelve months, compared to $5,265,000 at December 31, 2025, an increase of 2%. 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.

Current wording

As of June 30, 2026, our deferred revenue balance was $5,072,000, which we expect to recognize over the next twelve months, as compared to $5,265,000 at December 31, 2025. 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.

Previous wording

Cost of revenues consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs. Cost of revenues increased by $173,000, or 14%, during the three months ended March 31, 2026, as compared to the same period of 2025. The increase was primarily due to an increase in distribution costs as well as employee-related expenses. Overall gross margin decreased $322,000, or 8%, during the three months ended March 31, 2026, compared to the same period of 2025. As a result, gross margin percentage decreased to 74% during the three months ended March 31, 2026, as compared to 78% during the same period of 2025.

Current wording

Cost of revenues consist primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs. Cost of revenues increased by $170,000, or 13%, and $343,000, or 14%, during the three and six months ended June 30, 2026, respectively, as compared to the same periods of 2025. The increases were primarily due to increases in press release distribution costs due to a combination of new partners, increased prices from current partners and additional usage under variable contracts. Overall gross margin decreased $173,000, or 4%, and $494,000, or 6%, during the three and six months ended June 30, 2026, respectively, compared to the same periods of 2025. As a result, gross margin percentage was 73% and 74% during the three and six months ended June 30, 2026, respectively, as compared to 76% and 77% during the same periods of 2025. The decrease in gross margin percentage is primarily due to the increase in cost of revenues.

Previous wording

General and administrative expenses consist primarily of salaries, bonuses, stock-based compensation, insurance, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses. General and administrative expenses were $1,781,000 for the three months ended March 31, 2026, a decrease of $172,000 or 9%, as compared to the same period of 2025. The decrease is primarily driven by a decrease in bad debt expense.

Current wording

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 $402,000 or 23%, and $574,000, or 15%, during the three and six months ended June 30, 2026, respectively, as compared to the same period of 2025. The decrease is primarily due to a reduction in non-recurring expenses during the period, as well as lower stock compensation expense and bad debt expense. Additionally, insurance and office expenses were lower as a result of selling the compliance business and moving to a remote work environment.

Previous wording

As a percentage of revenue, general and administrative expenses were 33% for the three months ended March 31, 2026, as compared to 36% for the same period of 2025.

Current wording

As a percentage of revenue, general and administrative expenses were 24% and 29% for the three and six months ended June 30, 2026, respectively, as compared to 31% and 33% for the same periods of 2025.

Previous wording

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 were $1,681,000 for the three months ended March 31, 2026, an increase of $87,000, or 5%, as compared to the same period of 2025. This increase is primarily due to higher advertising expenses as we increased the promotion of our new brands.

Current wording

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 increased $427,000, or 29%, and $514,000, or 17%, for the three and six months ended June 30, 2026, respectively, as compared to the same periods of 2025. This increase is primarily due to our increased investment in tradeshows and advertising.

Previous wording

As a percentage of revenue, sales and marketing expenses were 32% for the three months ended March 31, 2026, as compared to 29% for the same period of 2025.

Current wording

As a percentage of revenue, sales and marketing expenses were 34% and 33% for the three and six months ended June 30, 2026, respectively, as compared to 26% and 28% for the same periods of 2025.

Previous wording

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 $173,000, or 24%, to $560,000 during the three months ended March 31, 2026, as compared to the same period of 2025. The decrease is primarily due to higher capitalization of software, as $99,000 was capitalized during the three months ended March 31, 2026 compared to $23,000 during the same period of 2025. Additionally, consulting expenses decreased as compared to the same period of 2025.

Current wording

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 $122,000, or 19%, and $295,000, or 21%, during the three and six months ended June 30, 2026, as compared to the same period of 2025. This decrease was primarily due to an increase in capitalized software, as the Company capitalized software in the amounts of $110,000 and $209,000 for the three and six months ended June 30, 2026, respectively, compared to $0 and $23,000 during the same periods of the prior year.

Previous wording

As a percentage of revenue, product development expenses were 10% for the three months ended March 31, 2026 compared to 13% for the same period of 2025.

Current wording

As a percentage of revenue, both capitalized and non-capitalized product development expenses were 9% and 10% for the three and six months ended June 30, 2026, respectively, compared to 12% and 13% for the same periods of 2025.

Previous wording

We recognized interest expense of $43,000 for the three-month period ended March 31, 2026, compared to $214,000 during the same period of 2025, which is all related to our long-term credit agreement. The decrease in interest expense for the three months ended March 31, 2026, 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 $5,000 and $10,000 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

We recognized interest expense of $43,000 and $85,000 for the three and six-month period ended June 30, 2026, respectively, as compared to $54,000 and $268,000 during the same periods of 2025, which is all related to our long-term credit agreement. The decrease in interest expense for the three and six months ended June 30, 2026 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 $4,000 and $8,000 for the three and six months ended June 30, 2026, compared to $65,000 and $75,000 for the same periods of the prior year.

Previous wording

Other income (expense) represents the change in fair value of our interest rate swap. For the three months ended March 31, 2026, Other income (expense) also includes rental income from our office sub-lease of $12,000.

Current wording

Other income (expense) represents the change in fair value of our interest rate swap. For the three and six months ended June 30, 2026, Other income (expense) also includes rental income from our office sub-lease of $38,000 and $50,000 for the three and six months ended June 30, 2026, respectively.

Previous wording

We recognized income tax benefit of $121,000 and $185,000 for the three-month periods ended March 31, 2026 and 2025. For the three-month periods ended March 31, 2026 and 2025, 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 our Canadian income. This is partially offset by additional expense associated with vesting of stock-based compensation awards.

Current wording

We recognized income tax expense of $53,000 for three months ended June 30, 2026 and an income tax benefit of $68,000 for the six months ended June 30, 2026, compared to an income tax benefit of $9,000 and $194,000 for the three and six months ended June 30, 2025. For the three and six-month periods ended June 30, 2026 and 2025, 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

Previous wording

As of March 31, 2026, we had $3,487,000 in cash and cash equivalents and $3,596,000 in net accounts receivable. Current liabilities as of March 31, 2026, totaled $9,862,000 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.

Current wording

As of June 30, 2026, we had $2,962,000 in cash and cash equivalents and $3,450,000 in net accounts receivable. Current liabilities as of June 30, 2026, totaled $9,298,000 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.

Previous wording

As of March 31, 2026, our current liabilities exceeded our current assets by $1,191,000. While our current liabilities exceed current assets, we believe our ability to renegotiate our Credit Agreement (as defined in Note 9) and ability to continue to generate cash will benefit us in the future.

Current wording

As of June 30, 2026, our current liabilities exceeded our current assets by $1,681,000. While our current liabilities exceed current assets, we believe our ability to renegotiate our Credit Agreement (see Note 9 below) and ability to continue to generate cash will benefit us in the future.

Previous wording

As of March 31, 2026, the aggregate principal amount available under 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 March 31, 2026, there was no outstanding balance under the Revolving LOC and the interest rate was 5.72%. See Note 9 to our financial statements for additional information.

Current wording

As of June 30, 2026, the aggregate principal amount of our Revolving LOC was $1,500,000 and is set to expire June 30, 2028. 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, 2026, there was no outstanding balance under the Revolving LOC and the interest rate was 5.67%.

Previous wording

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.

Current wording

Management believes that the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income from continuing operations, non-GAAP net income 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.

Previous wording

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.

Current wording

Non-GAAP net income 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 from continuing operations per share is calculated by dividing non-GAAP net income 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.

Previous wording

A reconciliation of net income to adjusted EBITDA for the years ended March 31, 2026 and 2025 is presented in the following table (in thousands):

Current wording

A reconciliation of net income to adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 is presented in the following table (in thousands):

Previous wording

For the three months ended March 31, 2026 and 2025, free cash flow and adjusted free cash flow were as follows (in thousands):

Current wording

For the three and six months ended June 30, 2026 and 2025, free cash flow and adjusted free cash flow were as follows (in thousands):

Previous wording

Market factors like the current military conflicts in Ukraine, Iran and the Middle East overall, 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.

Current wording

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.