23 unchanged sentences
Set forth below is an infographic depicting the products included in each of these two main categories we provide today:
−Removed: Long term, we expect the Communications portion of our business to continue to increase, both in terms of overall revenue and as compared to the Compliance portion of our business.
+Added: Long term, we expect the Communications portion of our business to increase, both in terms of overall revenue and as compared to the Compliance portion of our business.
Therefore, we plan to continue to invest in offerings we intend to incorporate into and complement our Communications product lineup.
18 unchanged sentences
We believe these enhancements have helped increase ACCESSWIRE revenues each year compared to the prior year, a trend we expect to continue over the next several years.
−Removed: We have also been able to maintain high gross margins while providing our customer flexible pricing, with options to pay per release or enter longer-term agreements for a designated package of releases.
+Added: We have also been able to maintain high gross margins while providing our customers flexible pricing, with options to pay per release or enter into a longer-term pricing contract commitment, as well as subscriptions.
The Newswire brand was acquired on November 1, 2022, as part of the iNewswire, LLC transaction.
2 unchanged sentences
Newswire began in 2016 as an ecommerce news distribution platform, that has evolved over the years to serve thousands of customers globally.
−Removed: Additionally, the brand added new products to complement its news distribution services, such as media database, media rooms and PR Optimizer (”PRO”).
+Added: Additionally, the brand added new products to complement its news distribution services, such as media database, media rooms and 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.
9 unchanged sentences
Media Suite Starter, Media Suite Plus, and Media Suite Enterprise, each providing different combinations of our solutions to help our customers reach their goals.
−Removed: Media Suite includes three products:
−Removed: Media Database, Media Pitching, and Media Monitoring, all of which are further described below.
+Added: Media Suite options include:
+Added: Media Database, Media Pitching, Media Monitoring and Media Room all of which are further described below.
Media Database – Our media database is based on the idea that pitching the media should be a targeted endeavor.
7 unchanged sentences
Our media monitoring solution ties together our journalist contacts and mention analytics into and with a customer’s dashboard of daily activity.
−Removed: A natural addition to our ACCESSWIRE and investor relations website business is our corporate Media Room.
−Removed: This product offering can be an add-on to any customer’s ACCESSWIRE or Communications subscription account.
+Added: Media Room - a natural addition to our public relations and investor relations website business.
+Added: This product offering can be an add-on to any customer’s platform or Communications subscription.
The Media Room suite includes a custom newsroom page builder, a brand asset manager and contact manager.
24 unchanged sentences
As such, companies can produce content for public distribution and it is automatically linked to their corporate website, distributed to targeted groups and placed into our data feed partners.
−Removed: During 2023 we released significant upgrades to our investor relations website, that included ADA Compliance (Americans with Disabilities Act) which ensures that people with disabilities have the same access to all areas of a business's premises, specifically, customers’ websites.
+Added: During 2023 we released significant upgrades to our investor relations website, that included ADA Compliance (Americans with Disabilities Act) and AODA Compliance (Accessibility for Ontarians with Disabilities Act) which ensures that people with disabilities have the same access to all areas of a business's premises, specifically, customers’ websites.
This add-on requires a recurring annual subscription and is delivered fully integrated into and with our investor relations website offering.
29 unchanged sentences
Results of Operations
−Removed: Comparison of results of operations for the three and six-months ended June 30, 2024 and 2023 (in 000’s):
−Removed: Three Months Ended June 30,
−Removed: Percentage of Revenue (1)
+Added: Comparison of results of operations for the three and nine-months ended September 30, 2024 and 2023 (in thousands):
+Added: Three Months Ended
+Added: September 30,
+Added: Percentage of
Communications revenue
17 unchanged sentences
Interest expense, net
−Removed: Income before income taxes
+Added: Other income (expense), net
+Added: Income (loss) before income taxes
Income tax expense
−Removed: Six Months Ended June 30,
−Removed: Percentage of Revenue (1)
+Added: Net income (loss)
+Added: Nine Months Ended
+Added: September 30,
+Added: Percentage of
Communications revenue
18 unchanged sentences
Other income (expense), net
−Removed: (Loss) income before income taxes
+Added: Income (loss) before income taxes
Income tax expense
−Removed: Net (loss) income
+Added: Net income (loss)
Percentage of revenue is calculated as the relevant revenue, expense, income amount divided by total revenue, except for communications and compliance cost of revenue and communications and compliance gross margin, which are divided by the related component of revenue.
−Removed: Total revenue decreased $1,964,000, or 20%, to $7,687,000 during the three months ended June 30, 2024, as compared to $9,651,000 for the same period of 2023.
−Removed: Total revenue decreased by $3,621,000, also 20%, to $14,649,000 during the six months ended June 30, 2024, as compared to $18,270,000 during the same period of 2023.
−Removed: For the three months ended June 30, 2024, the decrease is attributable to a decrease in revenue from our Compliance revenue stream, however for the six months ended June 30, 2024, the decrease in revenue is attributable to a decrease in both our Compliance and Communications revenue streams.
−Removed: Communications revenue increased $8,000 to $5,944,000 for the three months ended June 30, 2024, compared to $5,936,000 for the same period of 2023.
−Removed: For the six months ended June 30, 2024, Communications revenue decreased $1,099,000, or 9% to $11,403,000 from $12,502,000 for the same period of 2023.
−Removed: The decrease in revenue for the six months ended June 30, 2024, is primarily attributable to lower volumes from our Newswire brand.
−Removed: Communications revenue represented 77% and 78% of total revenue during the three and six months ended June 30, 2024, respectively, as compared to 62% and 68%, respectively, for the same periods of 2023.
−Removed: Compliance revenue decreased $1,972,000, or 53% and $2,522,000, or 44%, during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023.
−Removed: The decrease is primarily related to a decrease in revenue from our print and proxy fulfillment services due to a few one-time, significant transactions which occurred during the three and six months ended June 30, 2023, however, did not occur in the current year.
−Removed: Additionally, we experienced a decrease in revenue from our transfer agent services due to a decrease in corporate actions and directives during the period.
+Added: Total revenue decreased $616,000, or 8%, to $6,953,000 during the three months ended September 30, 2024, as compared to $7,569,000 for the same period of 2023.
+Added: Total revenue decreased by $4,237,000, or 16%, to $21,602,000 during the nine months ended September 30, 2024, as compared to $25,839,000 during the same period of 2023.
+Added: The decreases are attributable to both our Communications and Compliance revenue streams.
+Added: Communications revenue decreased $597,000, or 10%, to $5,481,000 for the three months ended September 30, 2024, compared to $6,078,000 for the same period of 2023.
+Added: Communications revenue decreased $1,696,000, or 9% to $16,884,000 for the nine months ended September 30, 2024, compared to $18,580,000 for the same period of 2023.
+Added: The decrease in revenue for the three months ended September 30, 2024 is due to declines in revenue from both our ACCESSWIRE and Newswire news distribution platforms due to decreases in average rates per release, primarily as a result of the mix of releases being distributed.
+Added: As a percentage of total releases distributed, more releases with a lower tier, or less expensive distribution, were disseminated during the three and nine months ended September 30, 2024, as compared to the prior year.
+Added: Additionally, we experienced a decrease in revenue from our events and webcasting business due to a decrease in revenue from annual virtual meeting events, as they continue to move in-person, and lower activity from resellers.
+Added: The decrease in revenue for the nine months ended September 30, 2024, is primarily attributable to lower volumes and pricing from our Newswire brand and lower revenue from our webcasting and events business, noted earlier.
+Added: Communications revenue represented 79% and 78% of total revenue during the three and nine months ended September 30, 2024, respectively, as compared to 80% and 72%, respectively, for the same periods of 2023.
+Added: Compliance revenue decreased $19,000, or 1% and $2,541,000, or 35%, during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023.
+Added: The decrease during the nine months ended September 30, 2024, is primarily related to a decrease in revenue from our print and proxy fulfillment services due to a few one-time, significant transactions which occurred during the nine months ended September 30, 2023, however, did not occur in the current year.
+Added: Additionally, we experienced a decrease in revenue from our disclosure services and transfer agent services due to a decrease in corporate actions and directives during the period.
Revenue Backlog
−Removed: As of June 30, 2024, our deferred revenue balance was $5,476,000, which we expect to recognize over the next twelve months, compared to $5,412,000 as of December 31, 2023, an increase of 1%.
+Added: As of September 30, 2024, our deferred revenue balance was $5,308,000, which we expect to recognize over the next twelve months, compared to $5,412,000 as of December 31, 2023, a decrease 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 and annual service contracts.
2 unchanged sentences
Compliance cost of revenues consist primarily of direct labor costs, warehousing, logistics, print production materials and postage.
−Removed: Cost of revenues decreased $551,000, or 24% and $659,000, or 16%, during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023.
−Removed: Overall gross margin decreased $1,413,000, or 19% and $2,962,000, or 21%, during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023.
−Removed: Overall gross margin percentage increased to 77% for the three months ended June 30, 2024, as compared to 76% during the same period of 2023, however, decreased 1% during the six months ended June 30, 2024, as compared to the same period of 2023.
−Removed: Cost of revenues associated with our Communications revenue decreased $107,000, or 7% and $149,000, or 5%, during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023.
+Added: Cost of revenues decreased $16,000, or 1%, and $496,000, or 8%, during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023.
+Added: Overall gross margin decreased $600,000, or 10%, and $3,741,000, or 19%, during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023.
+Added: Overall gross margin percentage decreased to 74% and 75% for the three and nine months ended September 30, 2024, respectively, as compared to 76% and 77% during the same periods of 2023.
+Added: Cost of revenues associated with our Communications revenue decreased $47,000, or 3%, and $22,000, or 1%, during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023.
The decreases are primarily due optimization of our editorial staff and lower distribution costs.
−Removed: Gross margin percentage associated with our Communications revenue was 78% and 77% for the three and six-months ended June 30, 2024, respectively, as compared to 76% and 77% during the same periods of 2023.
−Removed: Cost of revenues associated with our Compliance revenue decreased $444,000, or 49% and $510,000, or 38%, during the three and six months ended June 30, 2024, respectively, as compared to the same period of 2023.
−Removed: The decrease is due to lower print and postage costs associated with the decreased revenue from print and proxy fulfillment services during the periods.
−Removed: As a result, gross margin percentage associated with our Compliance revenue decreased to 74% for the three and six-months ended June 30, 2024, as compared to 76% and 77%, respectively, for the same periods of 2023.
+Added: Gross margin percentage associated with our Communications revenue was 75% and 76% for the three and nine-months ended September 30, 2024, respectively, as compared to 76% and 78% during the same periods of 2023.
+Added: Cost of revenues associated with our Compliance revenue increased $31,000, or 9% for the three months ended September 30, 2024, compared to the same period of the prior year and decreased $474,000, or 26%, during the nine months ended September 30, 2024, as compared to the same period of 2023.
+Added: The increase during the three months ended September 30, 2024, is due to increased costs associated with our transfer agent business.
+Added: The decrease for the nine months ended September 30, 2024, is due to lower print and postage costs associated with the decreased revenue from print and proxy fulfillment services during the period.
+Added: As a result, gross margin percentage associated with our Compliance revenue decreased to 74% and 72% for the three and nine-months ended September 30, 2024, respectively, as compared to 76% and 75%, for the same periods of 2023.
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 provision for credit losses) and facility and equipment expenses.
−Removed: General and administrative expenses were $2,164,000 during the three months ended June 30, 2024, a decrease of $110,000, or 5%, as compared to the same period of 2023.
−Removed: General and administrative expenses were $3,983,000 for the six months ended June 30, 2024, a decrease of $623,000, or 14%, as compared to the same period of 2023.
−Removed: The decreases are primarily driven by a benefit to stock compensation expense as a result of the resignation of an executive officer, a decrease in corporate headcount, as well as, lower one-time transaction and integrations costs, partially offset by an increase in the provision for credit losses.
−Removed: As a percentage of revenue, general and administrative expenses were 28% and 27% for the three and six-months ended June 30, 2024, respectively, as compared to 24% and 25% for the same periods of 2023.
+Added: General and administrative expenses were $2,008,000 during the three months ended September 30, 2024, a decrease of $25,000, or 1%, as compared to the same period of 2023.
+Added: General and administrative expenses were $5,812,000 for the nine months ended September 30, 2024, a decrease of $827,000, or 12%, as compared to the same period of 2023.
+Added: The decrease for the nine months ended September 30, 2024, is primarily driven by a benefit to stock compensation expense as a result of the resignation of an executive officer, a decrease in corporate headcount, as well as, lower one-time transaction and integrations costs, partially offset by an increase in the provision for credit losses.
+Added: As a percentage of revenue, general and administrative expenses were 29% and 27% for the three and nine months ended September 30, 2024, respectively, compared to 27% and 26% for the same periods of 2023.
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.
−Removed: Sales and marketing expenses were $1,970,000 for the three months ended June 30, 2024, a decrease of $69,000, or 3%, as compared to the same period of 2023.
−Removed: Sales and marketing expenses were $4,066,000 for the six months ended June 30, 2024, a decrease of $354,000, or 8% as compared to the same period of 2023.
−Removed: These decreases are primarily due to lower employee-related expenses, including commissions.
−Removed: As a percentage of revenue, sales and marketing expenses were 26% and 28% for the three and six months ended June 30, 2024, respectively, as compared to 21% and 24% for the same periods of 2023.
+Added: Sales and marketing expenses were $1,618,000 for the three months ended September 30, 2024, a decrease of $220,000, or 12%, as compared to the same period of 2023.
+Added: Sales and marketing expenses were $5,684,000 for the nine months ended September 30, 2024, a decrease of $574,000, or 9%, as compared to the same period of 2023.
+Added: These decreases are primarily due to lower employee-related and advertising expenses.
+Added: As a percentage of revenue, sales and marketing expenses were 23% and 26% for the three and nine months ended September 30, 2024, respectively, as compared to 24% for the same periods of 2023.
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.
−Removed: Product development expenses increased $187,000, or 35% and $67,000, or 5% to $719,000 and $1,373,000 during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023.
+Added: Product development expenses increased $90,000, or 15%, and $157,000, or 8%, to $671,000 and $2,044,000 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023.
These increases are primarily due to an increase in headcount as we continue to invest in our products and technology.
−Removed: During the three and six months ended June 30, 2024, we capitalized $155,000 and $400,000, respectively, compared to $167,000 during both the three and six months ended June 30, 2023.
−Removed: As a percentage of revenue, product development expenses were 9% for both the three and six months ended June 30, 2024, respectively, as compared to 6% and 7% for the same periods of 2023.
+Added: During the three and nine months ended September 30, 2024, we capitalized $137,000 and $537,000, respectively, compared to $152,000 and $319,000 during the same periods of the prior year.
+Added: As a percentage of revenue, product development expenses were 10% and 9% for the three and nine months ended September 30, 2024, respectively, as compared to 8% for the same periods of 2023.
Interest expense, net
−Removed: We recognized interest expense of $315,000 and $623,000 for the three and six months ended June 30, 2024, respectively, compared to $375,000 and 712,000 during the same periods of 2023.
+Added: We recognized interest expense of $280,000 and $903,000 for the three and nine months ended September 30, 2024, respectively, compared to $368,000 and $1,080,000 during the same periods of 2023.
Interest expense for these periods is related to our long-term credit agreement.
−Removed: For the six months ended June 30, 2023, interest expense is also attributed to the $22,000,000 Seller Note.
−Removed: These amounts are partially offset by interest income of $21,000 and $53,000 for the three and six months ended June 30, 2024, respectively, and $94,000 and $193,000 for the three and six months ended June 30, 2023, from deposit and money market accounts.
+Added: For the nine months ended September 30, 2023, interest expense is also attributed to the $22,000,000 Seller Note.
+Added: These amounts are partially offset by interest income of $15,000 and $68,000 for the three and nine months ended September 30, 2024, respectively, and $70,000 and $263,000 for the three and nine months ended September 30, 2023, from deposit and money market accounts.
Other income (expense), net
Other income (expense), net represents the change in fair value of our interest rate swap.
−Removed: For the six months ended June 30, 2023, Other income (expense), net also includes expense related to $370,000 paid to extinguish the Seller Note.
−Removed: The Company recognized an income tax expense of $47,000 and $63,000 for the three and six-month period ended June 30, 2024, compared to income tax expense of $482,000 and $434,000 during the same periods of 2023.
+Added: For the nine months ended September 30, 2023, Other income (expense), net also includes expense related to $370,000 paid to extinguish the Seller Note.
+Added: The Company recognized income tax expense of $14,000 and $77,000 for the three and nine-month period ended September 30, 2024, compared to $187,000 and $621,000 during the same periods of 2023.
At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items.
−Removed: For the three and six-month periods ended June 30, 2024 and 2023, the variance between our effective tax rate and the U.S.
+Added: For the three and nine-month periods ended September 30, 2024 and 2023, the variance between our effective tax rate and the U.S.
statutory rate of 21% is primarily attributable to state income tax and expenses not deductible for tax purposes.
−Removed: For the three and six-month periods ended June 30, 2024, the effective tax rate was also impacted by additional expense associated with vesting of stock-based compensation.
+Added: For the nine-month period ended September 30, 2024, the effective tax rate was also impacted by additional expense associated with vesting of stock-based compensation.
Liquidity and Capital Resources
−Removed: As of June 30, 2024, we had $4,020,000 in cash and cash equivalents and $4,686,000 in net accounts receivable.
−Removed: Current liabilities as of June 30, 2024, totaled $12,559,000 including our accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of long-term debt, current portion of lease liabilities and other accrued expenses.
−Removed: On June 30, 2024, our current liabilities exceeded our current assets by $2,320,000.
+Added: As of September 30, 2024, we had $4,086,000 in cash and cash equivalents and $4,405,000 in net accounts receivable.
+Added: Current liabilities as of September 30, 2024, totaled $12,593,000 including our accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of long-term debt, current portion of lease liabilities and other accrued expenses.
+Added: On September 30, 2024, our current liabilities exceeded our current assets by $2,560,000.
See Note 7 to our financial statements regarding information on our Credit Agreement.
3 unchanged sentences
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.
−Removed: 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.
+Added: We use these measures, together with other measures of performance prepared in accordance with US 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.
10 unchanged sentences
Free cash flow and adjusted free cash flow are non-GAAP financial measures.
−Removed: For the three and six months ended June 30, 2024 and 2023, free cash flow and adjusted free cash flow were as follows:
−Removed: Three Months Ended June 30,
+Added: For the three and nine months ended September 30, 2024 and 2023, free cash flow and adjusted free cash flow were as follows (in thousands):
+Added: Three Months Ended
+Added: September 30,
Net cash (used in) provided by operating activities (US GAAP)
4 unchanged sentences
Adjusted free cash flow (Non-GAAP)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended
+Added: September 30,
Net cash provided by operating activities (US GAAP)
5 unchanged sentences
This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, paid during the periods.
−Removed: For the three and six months ended June 30, 2024, this adjustment gives effect to payments for one-time accounting fees, termination benefits and other non-recurring or unusual expenses.
−Removed: During the six months ended June 30, 2023, this adjustment is primarily related to a one-time payment of $370,000 related to the early termination of the note payable associated with the Newswire acquisition.
+Added: For the three and nine months ended September 30, 2024, this adjustment gives effect to payments for one-time accounting fees, termination benefits and other non-recurring or unusual expenses.
+Added: During the nine months ended September 30, 2023, this adjustment is primarily related to a one-time payment of $370,000 related to the early termination of the note payable associated with the Newswire acquisition.
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 US 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.
−Removed: A reconciliation of net income to adjusted EBITDA for the three and six months ended June 30, 2024 and 2023, is presented in the following table (in 000’s):
−Removed: Three Months Ended June 30,
+Added: A reconciliation of net income to adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023, is presented in the following table (in thousands):
+Added: Three Months Ended
+Added: September 30,
+Added: Net (loss) income:
Depreciation and amortization
5 unchanged sentences
Adjusted EBITDA:
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended
+Added: September 30,
Net (loss) income:
7 unchanged sentences
This adjustment gives effect to one-time corporate projects, including acquisition and/or integration related expenses, incurred during the periods.
−Removed: 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.
−Removed: For the three months ended June 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $379,000, partially offset by one-time, non-recurring expenses of $45,000.
−Removed: For the six months ended June 30, 2023, this adjustment gives effect to $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $214,000.
+Added: For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses of $125,000 and $212,000, respectively.
+Added: For the three months ended September 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $165,000, partially offset by one-time, non-recurring expenses of $45,000.
+Added: For the nine months ended September 30, 2023, this adjustment gives effect to $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $379,000.
The adjustments represent stock-based compensation expense 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.
−Removed: A reconciliation of net income to adjusted net income for the three and six months ended June 30, 2024 and 2023 is presented in the following table (in 000’s):
−Removed: Three Months Ended June 30,
+Added: A reconciliation of net income to adjusted net income for the three and nine months ended September 30, 2024 and 2023 is presented in the following table (in thousands, except per share amounts):
+Added: Three Months Ended September 30,
Per diluted share
Per diluted share
+Added: Net (loss) income:
Amortization of intangible assets (1)
1 unchanged sentence
Other unusual items (3)
−Removed: Discrete items impacting income tax expense
+Added: Discrete items impacting income tax (4)
Tax impact of adjustments (5)
1 unchanged sentence
Weighted average number of common shares outstanding – diluted
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Per diluted share
11 unchanged sentences
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.
−Removed: For the three and six months ended June 30, 2024, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $14,000 and $219,000, respectively, partially offset by one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and integration expenses of $94,000 and $194,000, respectively.
−Removed: For the three months ended June 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $379,000, partially offset by one-time, non-recurring expenses, including acquisition and/or integration expenses of $182,000.
−Removed: For the six months ended June 30, 2023, this adjustment gives effect to one-time, non-recurring expenses, including acquisition and/or integration expenses of $371,000, $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $214,000.
+Added: For the three and nine months ended September 30, 2024, this adjustment gives effect to a loss recorded on the change in fair value of our interest rate swap of $343,000 and $124,000, as well as, one-time accounting fees, termination benefits and other non-recurring or unusual expenses, including acquisition and integration expenses of $168,000 and $362,000, respectively.
+Added: For the three months ended September 30, 2023, this adjustment gives effect to a gain recorded on the change in fair value of our interest rate swap of $165,000, partially offset by one-time, non-recurring expenses, including acquisition and/or integration expenses of $59,000.
+Added: For the nine months ended September 30, 2023, this adjustment gives effect to one-time, non-recurring expenses, including acquisition and/or integration expenses of $430,000 and a $370,000 payment related to early extinguishment of our Seller Note and one-time non-recurring expenses of $45,000, partially offset by a gain recorded on the change in fair value of our interest rate swap of $379,000.
+Added: This adjustment eliminates discrete items impacting income tax expense.
+Added: For the three and nine months ended September 30, 2024, discrete items relate to additional income tax expense (benefit) recorded during the period related to the exercise of stock compensation of ($46,000) and $39,000, respectively, and a benefit related to a return to provision adjustment of ($25,000) for both periods.
+Added: There were no discrete items impacting income tax for the three and nine months ended September 30, 2023.
This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%.
1 unchanged sentence
Refer also to the Cautionary Statement Concerning Forward Looking Statements included in this report.
−Removed: Market factors like the current military conflicts in Ukraine and Israel, 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.
+Added: Market factors like the current military conflicts in Ukraine, Israel and the Middle East, 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.
4 unchanged sentences
We believe the continued transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth.
−Removed: We will also continue to focus on the following key strategic initiatives during 2024:
+Added: We will also continue to focus on the following key strategic initiatives during the remainder of 2024 and into 2025:
Expanding our Communications products and adapting to this changing industry,
−Removed: Evaluating acquisitions in areas of strategic focus,
Aligning our sales and marketing teams to be entirely focused on our Communications offerings,
2 unchanged sentences
Investing in technology advancements and upgrades,
+Added: Evaluating acquisitions in areas of strategic focus,
Generating profitable sustainable growth
8 unchanged sentences
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.