ACCESS Newswire Inc.

Previous wording

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, 2025, 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.

Current wording

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 Form 10-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 Form 10-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 Form 10-Q are based upon information available to the Company on the date of this Form 10-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 Form 10-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 Form 10-K for the year ended December 31, 2025, 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.

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 June 30, 2026, we had 1,162 subscriptions with an annual recurring revenue (“ARR”) of approximately $13.3 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 September 30, 2026, we had 1,202 subscriptions with an annual recurring revenue (“ARR”) of approximately $13.5 million.

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 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.

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 — 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

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.

Current wording

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, 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.

Previous wording

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.

Current wording

Press Release Optimizer (“PRO”). Our PRO offering 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.

Previous wording

**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.

Current wording

**Incident Hotline.**Formerly our whistleblower hotline offering, 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.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Total revenue was $5,515,000 for the three months ended September 30, 2026, down 4%, or $208,000, compared to $5,723,000 for the same period in 2025. Total revenue decreased $360,000, or 2%, to $16,460,000 during the nine months ended September 30, 2026, as compared to $16,820,000 for the same period in 2025. For the three months ended September 30, 2026, the decrease is primarily due to a decrease in core press release business due to a decrease in volume resulting from softer industry conditions. For the nine months ended September 30, 2026, the decrease is due to a combination of lower core press release revenue, lower revenue from our PRO product and lower revenue from our webcasting and events business.

Previous 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.

Current wording

As of September 30, 2026, our deferred revenue balance was $5,011,000, 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 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.

Current wording

Cost of revenues consist primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs. Cost of revenues decreased by $97,000, or 7%, for the three months ended September 30, 2026 and increased $246,000, or 6%, during the nine months ended September 30, 2026, as compared to the same periods of 2025. The decrease for the three months ended September 30, 2026 was primarily the result of decreased distribution costs from variable contracts mostly due to the decrease in volume. However, for the nine months ended September 30, 2026, the increase is primarily due to increases in press release distribution costs resulting from a combination of new partners, increased prices from current partners and additional usage under variable contracts. Overall gross margin decreased $111,000, or 3%, and $606,000, or 5%, during the three and nine months ended September 30, 2026, respectively, compared to the same periods of 2025. As a result, gross margin percentage was 75% and 74% during the three and nine months ended September 30, 2026, respectively, as compared to 75% and 76% during the same periods of 2025. For the nine months ended September 30, 2026, the decrease in gross margin percentage is primarily the result of the increase in cost of revenues.

Previous 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.

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 $76,000 or 5%, and $650,000, or 13%, during the three and nine months ended September 30, 2026, respectively, as compared to the same period of 2025. The decrease is primarily due to a reduction in non-recurring and bad debt expenses during the periods. 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 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.

Current wording

As a percentage of revenue, general and administrative expenses were 26% and 28% for the three and nine months ended September 30, 2026, respectively, as compared to 26% and 31% 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 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.

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 $81,000, or 5%, and $595,000, or 13%, for the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025. This increase is primarily due to our increased investment in tradeshows and advertising. As noted above in “Recent Developments”, we expect sales and marketing expenses to decrease in the near-future due to our recent cost savings initiative.

Previous 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.

Current wording

As a percentage of revenue, sales and marketing expenses were 31% and 32% for the three and nine months ended September 30, 2026, respectively, as compared to 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 $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.

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 $146,000, or 21%, and $441,000, also 21%, during the three and nine months ended September 30, 2026, respectively, 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 $94,000 and $303,000 for the three and nine months ended September 30, 2026, respectively, compared to $0 and $23,000 during the same periods of the prior year.

Previous 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.

Current wording

As a percentage of revenue, both capitalized and non-capitalized product development expenses were 11% and 12% for the three and nine months ended September 30, 2026, respectively, compared to 12% for the same periods of 2025.

Previous 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.

Current wording

We recognized interest expense of $39,000 and $124,000 for the three and nine months ended September 30, 2026, respectively, as compared to $57,000 and $325,000 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 nine months ended September 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 $5,000 and $13,000 for the three and nine months ended September 30, 2026, compared to $264,000 and $339,000 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 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.

Current wording

Other income (expense) represents the change in fair value of our interest rate swap. For the three and nine months ended September 30, 2026, Other income (expense) also includes rental income from our office sub-lease of $73,000 and $123,000, respectively.

Previous 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

Current wording

We recognized income tax benefit of $8,000 and $76,000 for the three and nine months ended September 30, 2026, compared to an income tax expense of $67,000 and an income tax benefit of $127,000 for the three and nine months ended September 30, 2025. For the three and nine months ended September 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 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.

Current wording

As of September 30, 2026, we had $2,989,000 in cash and cash equivalents and $3,423,000 in net accounts receivable. Current liabilities as of September 30, 2026, totaled $8,970,000 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 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.

Current wording

As of September 30, 2026, our current liabilities exceeded our current assets by $1,643,000. While our current liabilities exceed current assets, we believe our ability to renegotiate our Credit Agreement (see Note 9) and ability to continue to generate cash will benefit us in the future.

Previous 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%.

Current wording

As of September 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 September 30, 2026, there was no outstanding balance under the Revolving LOC and the interest rate was 5.73%.

Previous wording

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.

Current wording

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 stock-based compensation expense, acquisition and integration costs, 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.

Previous wording

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.

Current wording

The presentation of non-GAAP financial information below and herein is 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.

Previous 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):

Current wording

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

Previous wording

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

Current wording

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

Previous 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):

Current wording

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

Previous wording

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 2026:

Current wording

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 2026 and into 2027: