What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-12 compared with 2025-05-13 · 138 added, 80 removed, 168 unchanged (56% of the section changed)

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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 business-to-business (“B2B”) companies, which we define as companies that have between 2 and 2,000 employees.

Beginning 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, 2025, we had 955 subscriptions with an annual recurring revenue (“ARR”) of approximately $10.6 million.

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

O n 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”).

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 consist 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).

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” will be retained by the Company.

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 months ended March 31, 2025 and 2024, while the remaining assets associated with our Communications business are included in continuing operations.

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.

In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform.

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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 the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform.

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.

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Additionally, we maintain high gross margins while offering flexible pricing options , enabling customers to pay per release or opt for long-term contract commitments.

Looking ahead to 2025, our core press release distribution service will be integrated into all three ACCESS subscription plans , ensuring even greater value for our customers.

Our core press release distribution service is integrated into all three ACCESS subscription plans , ensuring greater value for our customers.

Press Release Optimizer (”PRO”) .

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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 media suite, giving us a further competitive advantage in the market.

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.

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Incident Hotline .

Formally our whistleblower hotline offering, is an add-on product within our subscription platform.

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.

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Since 2014, we have been a named NYSE subsidy provider of this incident response and management solution.

In 2020, NYSE renewed and extended the initial subsidy term to four years from two years, whereby the first two years are provided under subsidy and the added two years are at our standard subscription rates.

Results of Operations

Comparison of results of operations for the three months ended March 31, 2025 and 2024 (in 000’s):

Three Months Ended

Percentage of

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

Cost of Revenues

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Depreciation and amortization

Total operating expenses

Total expenses

Operating loss

Interest income (expense), net

Other (loss) income

Loss before income taxes

Income tax benefit

Net loss from continuing operations

Six Months Ended June 30,

Percentage of Revenue

Cost of Revenues

Operating Expenses:

General and administrative

Sales and marketing

Product development

Depreciation and amortization

Total expenses

Operating loss

Interest expense, net

Other income (expense)

Other (loss) income

Loss before income taxes

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Net loss from continuing operations

Total revenue decreased $96,000, or 2%, to $5,476,000 during the three months ended March 31, 2025, as compared to $5,572,000 for the same period in 2024.

The decrease in revenue is due to slight declines across our various product lines, however, revenue from our core press release business increased 1% due to an increase in volume for the quarter as compared to the prior year.

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.

Revenue Backlog

As of March 31, 2025, our deferred revenue balance was $5,021,000, which we expect to recognize over the next twelve months, compared to $4,743,000 at December 31, 2024, an increase of 6%.

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 consists primarily of direct labor costs, newswire distribution costs, teleconferencing costs, and third-party licensing costs.

Cost of revenues decreased by $185,000, or 13%, during the three months ended March 31, 2025, as compared to the same period of 2024.

The decrease was primarily due to reduction in headcount and optimization of our operations teams.

Overall gross margin increased $89,000, or 2%, during the three months ended March 31, 2025, compared to the same period of 2024.

As a result, gross margin percentage increased to 78% during the three months ended March 31, 2025, as compared to 75% during the same period of 2024.

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, fees for professional services, general corporate expenses (including bad debt expense) and facility and equipment expenses.

General and administrative expenses were $1,953,000 for the three months ended March 31, 2025, an increase of $314,000 or 19%, as compared to the same period of 2024.

The increase is primarily driven by a benefit to stock compensation expense of $340,000 recorded during the three months ended March 31, 2024, as a result of the resignation of an executive officer.

As a percentage of revenue, general and administrative expenses were 36% for the three months ended March 31, 2025, as compared to 29% for the same period of 2024.

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 were $1,594,000 for the three months ended March 31, 2025, a decrease of $477,000, or 23%, as compared to the same period of 2024.

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 29% for the three months ended March 31, 2025, as compared to 37% for the same period of 2024.

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 increased $79,000, or 12%, to $733,000 during the three months ended March 31, 2025, as compared to 2024.

The increase is primarily due to lower capitalization of software, as $23,000 was capitalized during the three months ended March 31, 2025 compared to $245,000 during the three months ended March 31, 2024, partially offset by an increase in headcount.

As a percentage of revenue, product development expenses were 13% for the three months ended March 31, 2025 compared to 12% for the same period of 2024.

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 $214,000 for the three-month period ended March 31, 2025, compared to $308,000 during the same period of 2024, which is all related to our long-term credit agreement.

These amounts are offset by interest income on deposit and money market accounts of $10,000 and $23,000 for the three months ended March 31, 2025 and 2024, respectively.

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.

Other income (expense)

Other income (expense) represents the change in fair value of our interest rate swap.

We recognized an income tax benefit of $185,000 for the three-month period ended March 31, 2025, compared to $158,000 during the same period of 2024.

For the three-month periods ended March 31, 2025 and 2024, the variance between our effective tax rate and the U.S.

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.

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Liquidity and Capital Resources

As of March 31, 2025, we had $4,100,000 in cash and cash equivalents and $3,489,000 in net accounts receivable.

Current liabilities from continuing operations as of March 31, 2025, totaled $13,473,000 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 March 31, 2025, our current liabilities from continuing operations exceeded our current assets from continuing operations by $3,336,000.

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

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Non-GAAP Measures

Management believes that certain non-GAAP measures, such as non-GAAP free cash flow, non-GAAP adjusted free cash flow, non-GAAP adjusted EBITDA (“adjusted EBITDA”), and non-GAAP adjusted net income (“adjusted net income”) provide useful information about our operating results and enhance the overall ability to assess our financial performance.

We use these measures, together with other measures of performance prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), to compare the relative performance of operations in planning, budgeting, and reviewing the performance of our business.

Adjusted EBITDA and adjusted net income allow investors to make a more meaningful comparison between our core business operating results over different periods of time.

We believe that adjusted EBITDA and adjusted net income, when viewed with our results under GAAP and the accompanying reconciliations, provide useful information about our business without regard to potential distortions.

By eliminating potential differences in results of operations between periods caused by factors such as acquisition-related expenses and other items as described below, we believe adjusted EBITDA and adjusted net income can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.

Management uses free cash flow, which is defined as net cash flows provided by operating activities less payments for purchases of fixed assets and capitalized software, in reviewing the financial performance and cash generation by our various business groups and evaluating cash levels.

We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying debt, funding business acquisitions, investing in product development, re-purchasing our common stock, and paying dividends, if it is determined we do so in the future.

In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies.

Adjusted free cash flow represents a further non-GAAP adjustment to free cash flow to exclude the effect of cash paid for acquisition and integration related activities and unusual or non-recurring transactions.

Management believes that by excluding these infrequent or unusual items from free cash flow, it better portrays our ability to generate cash, as such items are not indicative of the Company’s operating performance for the period.

The uses of these non-GAAP financial measures are not intended to be considered in isolation of, or as substitute for, the financial information prepared and presented in accordance with US GAAP.

Free cash flow and adjusted free cash flow do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

Our calculation of free cash flow and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as a comparative measure.

Free cash flow and adjusted free cash flow are non-GAAP financial measures.

For the three months ended March 31, 2025 and 2024, free cash flow and adjusted free cash flow were as follows:

Three Months Ended

Net cash provided by operating activities of continuing operations (GAAP)

Payments for purchase of fixed assets and capitalized software

Free cash flow from continuing operations (Non-GAAP)

Cash paid for acquisition and integration related items (1)

Cash paid for other unusual items (2)

Adjusted free cash flow from continuing operations (Non-GAAP)

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, paid during the periods.

For the three months ended March 31, 2025, this relates to payments related to our corporate re-brand and other non-recurring accounting fees.

For the three months ended March 31, 2024, this relates to payments for non-recurring accounting fees during the period.

Adjusted EBITDA and adjusted net income are non-GAAP financial measures and should not be considered as a substitute for analysis of our results as reported under GAAP.

These measures are defined differently by different companies, and accordingly, such measures may not be comparable to similarly titled measures of other companies and have important limitations as an analytical tool.

A reconciliation of net income to adjusted EBITDA for the three months ended March 31, 2025 and 2024 is presented in the following table (in 000’s):

Three Months Ended

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.

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,

Net loss from continuing operations:

Depreciation and amortization

Interest (income) expense, net

Income tax benefit

EBITDA from continuing operations

Acquisition and/or integration costs (1)

Other non-recurring expenses (2)

Stock-based compensation expense (3)

Adjusted EBITDA from continuing operations:

Six Months Ended June 30,

Net loss from continuing operations:

Depreciation and amortization

Interest expense, net

Income tax expense (benefit)

Income tax benefit

EBITDA from continuing operations

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This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, incurred during the periods.

For the three months ended March 31, 2025, this adjustment gives effect to the change in fair value of our interest rate swap of $69,000 as well as corporate re-brand costs of $132,000 and non-recurring accounting fees of $35,000.

For the three months ended March 31, 2024, this adjustment gives effect to the change in fair value of our interest rate swap of $205,000, partially offset by non-recurring accounting costs of $35,000.

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.

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 three months ended March 31, 2024, this amount includes a benefit as a result of the resignation of an executive officer.

A reconciliation of net income to adjusted net income for the three months ended March 31, 2025 and 2024 is presented in the following table (in 000’s):

Three Months Ended March 31,

For the six months ended June 30, 2024, this amount includes a benefit as a result of the resignation of an executive officer.

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,

Net loss from continuing operations:

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Weighted average number of common shares outstanding – diluted

Six Months Ended June 30,

Net loss from continuing operations:

Amortization of intangible assets (1)

Stock-based compensation expense (2)

Other unusual items (3)

Discrete items impacting income tax expense (4)

Tax impact of adjustments (5)

Non-GAAP net income (loss) from continuing operations:

Weighted average number of common shares outstanding – diluted

The adjustments represent the amortization of intangible assets related to acquired assets and companies.

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For the three months ended March 31, 2024, this amount includes a benefit as a result of the resignation of an executive officer.

For the three months ended March 31, 2025, this adjustment reflects the change in fair value of our interest rate swap of $69,000, one-time corporate projects, including acquisition, divestiture and integration costs of $129,000, corporate re-brand costs of $132,000 and non-recurring accounting fees of $35,000.

For the three months ended March 31, 2024, this adjustment gives effect to the change in fair value of our interest rate swap of $205,000, partially offset by one-time corporate projects, including acquisition and integration expenses, incurred during the period of $100,000.

For the six months ended June 30, 2024, this amount includes a benefit as a result of the resignation of an executive officer.

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.

This adjustment gives effect to discrete items that impact income tax expense.

For the three months ended March 31, 2025 and 2024, this relates to additional expense associated with vesting of stock-based compensation awards.

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.

This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.

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,

Net cash provided by operating activities of (GAAP)

Payments for purchase of fixed assets and capitalized software

Free cash flow (Non-GAAP)

Cash paid for acquisition and integration related items (1)

Cash paid for other unusual items (2)

Adjusted free cash flow from (Non-GAAP)

Six Months Ended June 30,

Net cash provided by operating activities (GAAP)

Payments for purchase of fixed assets and capitalized software

Free cash flow (Non-GAAP)

Cash paid for acquisition and integration related items (1)

Cash paid for other unusual items (2)

Adjusted free cash flow (Non-GAAP)

This adjustment gives effect to one-time corporate projects, including acquisition, divestiture and integration related expenses, paid during the periods.

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.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis