ACCESS Newswire Inc.: Form 10-Q for the period ended Mar 31, 2026

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.

Overview

ACCESS Newswire Inc. and its subsidiaries are hereinafter collectively referred to as “ACCESS”, “ACCESS Newswire”, the “Company”, “We” or “Our” unless otherwise noted.

We are a Delaware corporation formed in October 1988 under the name Docucon Incorporated. In December 2007, we changed our name to Issuer Direct Corporation, and then effective January 27, 2025, we changed our name from Issuer Direct Corporation to ACCESS Newswire Inc.

Our principal executive offices are located at One Glenwood Ave., Suite 1001, Raleigh, North Carolina, 27603, and our main telephone number is 888-808-ACCS (2227). Our website address is https://www.accessnewswire.com.

Both the Company and its executive officers, announce material financial information to our investors using our investor relations website, SEC filings, investor events, news and earnings releases, public conference calls, webcasts, and social media. We use these channels to communicate with our investors and the public about our company, our products and services and other related matters. It is possible that information we post on some of these channels could be deemed to be material information. Therefore, we encourage investors, the media and others interested in ACCESS to review the information we post to all our channels, including our social media accounts.

We offer a dynamic customer platform that empowers businesses to connect, engage and build their brands. Our platform streamlines Public Relations (PR) and Investor Relations (IR), helping organizations manage events, enhance communication and strategically distribute their messaging to key stakeholders, including investors, media professionals, markets, and regulatory systems worldwide. Today, thousands of customers—from emerging startups to multi-billion-dollar global brands—trust our ACCESS platforms to elevate their reach and impact.

Specifically, the core products that encompass our platform are the following: Press Release Distribution, Media Monitoring, Database and Pitching, as well as Investor Relations Websites and Earnings and Event technologies.

We focus on selling to small and mid-market businesses, which we define as companies that have between 2 and 2,000 employees. In late 2024, we launched our new subscription platform to existing customers only, and at the beginning of 2025, officially released it as part of our rebrand to ACCESS Newswire. As of March 31, 2026, we had 1,004 subscriptions with an annual recurring revenue (“ARR”) of approximately $12.8 million.

Sale of our Compliance Business

On February 28, 2025, the Company and Direct Transfer, LLC, its wholly owned subsidiary, entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Equiniti Trust Company, LLC (the “Buyer”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Buyer purchased certain assets related to the Company’s Compliance business (the “Purchased Assets”). The Purchased Assets consisted of certain accounts receivable, prepaid assets, contracts and intellectual property, among other things, related to the Company’s services of providing i) disclosure software and services for financial reporting, ii) stock transfer services, iii) annual meeting, print and shareholder distribution and fulfillment services and iv) virtual annual meeting services (but not the intellectual property relating to the virtual annual meeting services). Revenue related to these services was previously included in the Company’s “compliance revenue” stream as reported with the SEC in previous filings, except revenue related to virtual annual meeting services, which was previously reported in the “communications revenue” stream in previous SEC filings. Additionally, revenue related to providing SEDAR services and revenue related to our whistleblower hotline, which was previously reported as “Compliance revenue” was retained by the Company. The Buyer only assumed certain liabilities related to the Purchased Assets, which included certain accounts payable, accrued liabilities and deferred revenue. As a result, assets associated with our Compliance business, and revenue and expenses associated with the assets, have been categorized as discontinued operations in our financial statements for the years ended December 31, 2025, while the remaining assets associated with our Communications business are included in continuing operations.

Our Platform

In previous periods we have sold our products in different bundles and names, such as Media Suite and/or as a Communications platform. As part of our rebrand, in January 2025 we consolidated the naming conventions, product sets and subscriptions to be less onerous on the customers, easier to subscribe to and significantly clearer to the investment community.

Our communications platform consists of the following subscriptions:

ACCESS PR – a subscription that includes press release distribution, media monitoring, pitching and database.

ACCESS IR – a subscription that includes investor relations website, quarterly earnings calls, and press release distribution to cover the announcement of your earnings date and actual earnings releases.

ALL ACCESS – encompasses the best of both ACCESS PR and ACCESS IR into a customized platform for each customer.

As an option, the Company provides customers with the ability to purchase stand-alone solutions to try each of its products before subscribing to our platform. For example, a small company looking to build their brand and tell their story would utilize the press release distribution product from ACCESS Newswire in a pay-as-you-go option.

Products in the Platform

Press Release Distribution. Our flagship press release distribution service—marketed under the brands **ACCESS Newswire, Newswire.com, and PressRelease.com—**offers comprehensive news dissemination and media outreach solutions for both private and public companies worldwide. We believe ACCESS is emerging as a competitive force in the newswire industry, leveraging advanced technology to provide customers with greater control and flexibility. Users can choose self-publishing or AI-assisted creations of their press releases, which is reviewed by our expert editorial team for compliance and professional review. We continue to expand our distribution network, refine targeting capabilities, and enhance analytics reporting to maximize impact.

Our platform also includes a seamless e-commerce experience, allowing customers to self-select distribution options, register, and upload their press releases for editorial review within minutes. These innovations have contributed to the historical growth of press release distribution products, a trend we anticipate will continue in the coming years.

Additionally, we maintain high gross margins while offering flexible pricing options, enabling customers to pay per release or opt for long-term contract commitments. Our core press release distribution service is integrated into all three ACCESS subscription plans, ensuring greater value for our customers.

Media Database. Our media database is based on the idea that pitching the media should be a targeted endeavor. Our dataset includes only the journalists that are actively writing and publishing articles. We built this component in reverse, looking at the tens of millions of articles published annually and sorted articles by industry, publication and journalist, then curated the most accurate data of each contact and made it available within our media database. Additionally, within the interface we made it easy to see each article published by every journalist a user may want to connect with, making our media suite a compelling combination of the right features and intelligence between database, pitching, and monitoring.

Media Pitching. Pitching is a critical part of our media suite because it allows the user to contact and connect with the most active journalists in their industry. Our media suite not only gives the user the professionals to pitch, it also offers AIMee, our AI writing and recommendation engine, to enhance the user’s message, write a new message and highlight engage-able content to help bring their pitch to the forefront.

Media Monitoring. A brand monitoring solution is extremely important, and every company should consider monitoring not only their brands, but their products, executives and competitors mentioned in all mediums – print, broadcast media and television, web, radio, video, blogs and social media. Our monitoring solution offers many of these mediums and we will continue to undergo expansion in each of these mediums with a goal of being a comprehensive media monitoring solution within the next year. Our media monitoring solution ties together our journalist contacts and mention analytics into and with a customer’s dashboard of daily activity.

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

Media Room. A natural addition to our public relations and investor relations website business. This product offering can be an add-on to any customer’s subscription. The media room suite includes a custom newsroom page builder, a brand asset manager and contact manager.

Our media room addresses the needs of our customers looking to build connections with media, journalists, customers and if applicable the investment community. According to TekGroup’s latest survey in 2023, a majority of journalists and media professionals indicated the importance of media rooms that include digital media, press kits and video. We believe our media room accomplishes this by making it a part of our subscription platform or stand-alone offering, giving us a further competitive advantage in the market. This also allows our customers to have one media platform to manage all their assets, brands and outreach.

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.

Webcasting & Events. Our webcasting and events business is comprised of our earnings call webcasting solutions and our virtual meeting and events software (such as deal/non-deal road shows, analyst days and shareholder days).

Our Webcasting Platform is a cloud-based webcast, webinar and virtual meeting platform that allows customers to create, produce and deliver live and on-demand streaming of events to audiences of all sizes. The platform architecture gives us the ability to host thousands of webcasts each year, expanding and diversifying our webcast business from our historical earnings-based events to include any type of virtual event.

Traditional earnings calls and webcasts are a highly competitive market with the majority of the business being driven from practitioners in investor relations and communications firms. We estimate there are approximately 4,000 companies in North America conducting earnings events each quarter that include a teleconference, webcast or both as part of their events. Our platform incorporates other elements of the earnings event, including earnings date/call announcement, and earnings press release. There are a handful of our competitors that can offer this integrated full-service solution today, however, we believe our real-time event setup and integrated approach offers a more effective way to manage the process. As we expand our platform, it is vital for us to have solutions that service both our core public companies but also a growing segment of private customers.

Professional Conference and Events Software. Our professional conference and events software is a subscription offering we currently license to investor conference organizers. This software, which is also available as a native mobile app, offers organizers, issuers and investors the ability to register, request and approve one-on-one meetings, manage schedules, perform event promotion and sponsorship, print attendee badges and manage lodging. This cloud-based product can be used in a virtual or in-person conference setting and is integrated within other offerings of press release distribution, media rooms and webcasting and events. We believe this integration gives us a unique offering for professional conference organizers that is not available elsewhere in the market.

Investor Relations Websites. Our investor relations content network is another component of our platform, which is used to create the investor relations’ tab of a company’s website. This investor relations content network is a robust series of data feeds including news feeds, stock feeds, fundamentals, regulatory filings, corporate governance and many other components which are aggregated from most of the major exchanges and news distribution outlets around the world. Customers can subscribe to one or more of these data feeds or as a component of a fully designed and hosted website for pre-IPO companies, SEC reporting companies and partners seeking to display our content on their corporate sites. The clear benefit to our investor relations content network is its integration with our other offerings. As such, companies can produce content for public distribution and it is automatically linked to their corporate website, distributed to targeted groups and placed into our data feed partners.

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.

Results of Operations

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

Revenues

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

Revenue backlog

As of March 31, 2026, our deferred revenue balance was $5,390,000, which we expect to recognize over the next twelve months, compared to $5,265,000 at December 31, 2025, an increase of 2%. Deferred revenue primarily consists of advance billings for pre-paid packages of our news distribution products as well as advance billings for subscriptions of our cloud-based products.

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

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 $1,781,000 for the three months ended March 31, 2026, a decrease of $172,000 or 9%, as compared to the same period of 2025. The decrease is primarily driven by a decrease in bad debt expense.

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

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

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

Product development expenses

Product development expenses consist primarily of salaries, stock-based compensation, bonuses, and licenses to develop new products and technology to complement and/or enhance our platform. Product development expenses decreased $173,000, or 24%, to $560,000 during the three months ended March 31, 2026, as compared to the same period of 2025. The decrease is primarily due to higher capitalization of software, as $99,000 was capitalized during the three months ended March 31, 2026 compared to $23,000 during the same period of 2025. Additionally, consulting expenses decreased as compared to the same period of 2025.

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

Interest expense, net

We recognized interest expense of $43,000 for the three-month period ended March 31, 2026, compared to $214,000 during the same period of 2025, which is all related to our long-term credit agreement. The decrease in interest expense for the three months ended March 31, 2026, is due to the reduction in debt as a result of the pay down from the sale of the compliance business. These amounts are offset by interest income on deposit and money market accounts of $5,000 and $10,000 for the three months ended March 31, 2026 and 2025, respectively.

Other income (expense)

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

Income taxes

We recognized income tax benefit of $121,000 and $185,000 for the three-month periods ended March 31, 2026 and 2025. For the three-month periods ended March 31, 2026 and 2025, the variance between our effective tax rate and the U.S. statutory rate of 21% is primarily attributable to state income tax, a benefit related to the Foreign Derived Intangible Income (“FDII”) deduction and a lower statutory tax rate applied to our Canadian income. This is partially offset by additional expense associated with vesting of stock-based compensation awards.

Liquidity and Capital Resources

As of March 31, 2026, we had $3,487,000 in cash and cash equivalents and $3,596,000 in net accounts receivable. Current liabilities as of March 31, 2026, totaled $9,862,000 including the current portion of our long-term debt, accounts payable, deferred revenue, accrued payroll liabilities, income taxes payable, current portion of lease liabilities and other accrued expenses.

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

As of March 31, 2026, the aggregate principal amount available under our Revolving LOC was $1,500,000 and is set to expire June 30, 2026. We currently have no plans to utilize the Revolving LOC but may do so in the future. If the Company does utilize any funds under the Revolving LOC, the funds will bear interest at a per annum rate equal to the then current SOFR plus 2.05%. As of March 31, 2026, there was no outstanding balance under the Revolving LOC and the interest rate was 5.72%. See Note 9 to our financial statements for additional information.

Disclosure about Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Non-GAAP Measures

The non-GAAP adjustments referenced below and herein relate to the exclusion of stock-based compensation, amortization of acquisition-related intangible assets. and other expenses the Company believes to be non-recurring. A reconciliation of GAAP to non-GAAP historical financial measures has been provided in the tables below.

Management believes that the use of EBITDA from continuing operations, Adjusted EBITDA from continuing operations, non-GAAP net income (loss) from continuing operations, non-GAAP net income (loss) from continuing operations per share, free cash flow and adjusted free cash flow is helpful to its investors. These measures, which are referred to as non-GAAP financial measures, are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Our management uses these non-GAAP financial measures as tools for financial and operational decision making and for evaluating our own operating results over different periods of time.

EBITDA from continuing operations is calculated by excluding depreciation and amortization, interest expense, net, and income taxes from the loss from continuing operations. Adjusted EBITDA also excludes certain other expenses which the Company believes to be non-recurring as well as the gain or loss on the change in fair value of our interest rate swap.

Non-GAAP net income (loss) from continuing operations is calculated by excluding stock-based compensation expense and amortization expense for acquisition-related intangible assets from loss from continuing operations and certain other adjustments noted in the tables below. Non-GAAP net income (loss) from continuing operations per share is calculated by dividing non-GAAP net income (loss) from continuing operations by the weighted-average diluted shares outstanding as presented in the calculation of GAAP net income (loss) from continuing operations per share. Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, management believes that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between its operating results from period to period. For business combinations, management generally allocates a portion of the purchase price to intangible assets. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus management does not believe they are reflective of ongoing operations.

Free cash flow, a non-GAAP measure, represents cash flow from operating activities less purchases 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 years ended March 31, 2026 and 2025 is presented in the following table (in thousands):

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

(2) For the three months ended March 31, 2026, this adjustment reflects the gain on the change in fair value of our interest rate swap of $11,000 and non-recurring expenses of $289,000. For the three months ended March 31, 2025, this adjustment reflects the loss on 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.

(3) The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

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

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

(2) The adjustments represent stock-based compensation expense from continuing operations related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects.

(3) For the three months ended March 31, 2026, this adjustment reflects the gain on the change in fair value of our interest rate swap of $11,000 and non-recurring expenses of $289,000. For the three months ended March 31, 2025, this adjustment reflects the loss on 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.

(4) This adjustment gives effect to discrete items that impact income tax expense. For the three months ended March 31, 2026 and 2025, this relates to additional expense associated with vesting of stock-based compensation awards.

(5) This adjustment gives effect to the tax impact of all non-GAAP adjustments at the current Federal tax rate of 21%. For the three months ended March 31, 2026 and 2025, this adjustment relates to additional income tax expense associated with exercise of stock awards.

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

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

(2) For the three months ended March 31, 2026, this related to payment of non-recurring expenses. For the three months ended March 31, 2025, this relates to payments related to our corporate re-brand and other non-recurring accounting fees.

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Outlook

The following statements are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including, without limitation, demand for and acceptance of our services, new developments, competition and general economic or market conditions, particularly in the domestic and international capital markets. Refer also to the Cautionary Statement Concerning Forward Looking Statements included in this report.

Market factors like the current military conflicts in Ukraine, Iran and the Middle East overall, tariff wars, instability in global energy markets, global inflation and the increase of interest rates have contributed to significant global economic and political uncertainty, disrupted global trade and supply chains, adversely impacted many industries, and contributed to significant volatility in financial markets. Overall, despite many uncertainties in the market regarding the economic and political outlook, we believe the demand for our platforms and services is stable in a majority of the markets we serve.

We believe there is demand for our products around the world as companies seek to find better platforms and tools to disseminate and communicate their messages in a more efficient and collaborative way.

We also believe the continued transition to a platform subscription model has been and will continue to be key for our long-term sustainable growth. We will also continue to focus on the following key strategic initiatives during the remainder of 2025:

• Expanding our products and adapting to this changing industry,
• Expanding customer base,
• Expanding our newswire distribution,
• Investing in technology advancements and upgrades,
• Evaluating acquisitions in areas of strategic focus,
• Generating profitable sustainable growth,
• Generating cash flows from operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and have not materially changed since its most recent annual report.