Donnelley Financial Solutions, Inc.: Form 10-Q for the period ended Jun 30, 2025

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), unless otherwise specified or the context otherwise requires, the “Company” or “DFIN” refer to Donnelley Financial Solutions, Inc. and its consolidated subsidiaries. MD&A should be read together with the Company’s Unaudited Condensed Consolidated Financial Statements and the related notes thereto, as well as the Company’s audited Consolidated Financial Statements and the related notes thereto within its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025 (the “Annual Report”).

Company Overview

DFIN is a leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s business needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for when it is still regulatorily required or requested by investors.

The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. For its capital markets clients, the Company offers solutions that allow companies to comply with U.S. Securities and Exchange Commission (“SEC”) regulations and support their corporate financial transactions and regulatory/financial reporting through the use of digital document creation and online content management tools; filing agent services, where applicable; solutions to facilitate clients’ communications with their investors; and virtual data rooms and other deal management solutions. For investment companies clients, the Company provides solutions that allow investment companies to comply with SEC regulations and support financial and regulatory reporting through the use of content management and technology-enabled solutions for creating, compiling and filing regulatory communications as well as digital-driven solutions for distributing content to investors.

Technological advancements, regulatory changes, and evolving workflow preferences have led to the Company’s clients managing more of the financial disclosure process themselves, changing the marketplace for the Company’s services and products. DFIN’s strategy in its Software Solutions segments (CM-SS and IC-SS, as defined below) aligns with the changing marketplace by focusing the Company’s investments and resources in its advanced software solutions, primarily ActiveDisclosure® (“ActiveDisclosure”), Arc Suite® software platform (“Arc Suite”) and Venue® Virtual Data Room (“Venue”), while making targeted investments to further enhance product features. In its Compliance & Communications Management segments (CM-CCM and IC-CCM, as defined below), the Company’s strategy focuses on maintaining its market-leading position by offering a high-touch, service-oriented experience, using its unique combination of tech-enabled services and print and distribution capabilities.

Market Volatility/Cyclicality and Seasonality

The Company’s Capital Markets segments (CM-SS and CM-CCM), in particular, are subject to market volatility, as the demand for the transactional and Venue offerings is largely dependent on the global market for initial public offerings (“IPOs”), secondary offerings, mergers and acquisitions (“M&A”), public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company (“SPAC”) and de-SPAC transactions and other similar transactions. A variety of factors impact the global markets for transactions, including economic activity levels, interest rates, market volatility, the regulatory and political environment, tariffs and trade policy, geopolitical and civil unrest and global pandemics, among others. Due to the significant net sales and profitability derived from transactional and Venue offerings, market volatility can lead to uneven financial performance when comparing to previous periods. U.S. IPOs, M&A transactions and public debt offerings were also previously disrupted by U.S. federal government shutdowns, and any future government shutdowns or other factors impacting the attractiveness of U.S. capital markets could result in additional volatility. The Company’s compliance offerings, supporting the quarterly and annual public company reporting processes through its filing services and ActiveDisclosure, as well as its Investment Companies segments (IC-SS and IC-CCM) regulatory and stockholder communications offerings, including Arc Suite, are less impacted by market volatility. The Company's overall risk profile is balanced by offering services in higher demand during a down market, such as document management tools for the bankruptcy/restructuring process and by moving upstream in the transactional process with products like Venue.

The quarterly/annual public company reporting cycle subjects the Company to filing seasonality which peaks shortly after the end of each fiscal quarter. Additionally, investment companies clients’ financial and regulatory reporting requirements include filings for mutual funds on a semi-annual basis as well as annual prospectus filings, which peaks during the second fiscal quarter. The seasonality and associated operational implications include the need to increase staff during peak periods through a combined strategy of hiring temporary personnel, increasing the premium time of existing staff and outsourcing production for a number of services. ActiveDisclosure and Arc Suite provide clients and their financial advisors software solutions which allow them to autonomously file and distribute compliance documents with regulatory agencies reducing the need for additional service support during peak periods. The Company remains focused on driving annual recurring revenue to mitigate the impact of market volatility on its financial results.

Services and Products

The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of ActiveDisclosure, Arc Suite and Venue. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transactional solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping.

Government Regulations and Regulatory Impact

The SEC is adopting new as well as amending existing rules and forms to enhance the security and modernize the reporting and disclosure of information under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940, as amended (the “Investment Company Act”). As the scope and complexity of the regulatory environment continues to increase, regulators are also demanding a greater use of structured, machine-readable data in companies’ disclosures, more summary documents and layered website disclosures. These actions are driving significant changes which impact the Company and its customers. The Company actively monitors proposals, through comment periods, adoption, implementation and legal challenges, as applicable. Regulatory changes have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions.

Segments

The Company’s four operating and reportable segments are: Capital Markets – Software Solutions (“CM-SS”), Capital Markets – Compliance and Communications Management (“CM-CCM”), Investment Companies – Software Solutions (“IC-SS”) and Investment Companies – Compliance and Communications Management (“IC-CCM”). Corporate is not an operating segment and consists primarily of unallocated selling, general and administrative (“SG&A”) activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.

Capital Markets

The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act and the Exchange Act. The Company’s operating segments associated with its capital markets services and products offerings are as follows:

***Capital Markets – Software Solutions—***The CM-SS segment provides Venue and ActiveDisclosure subscriptions and related services (including service packages and services the Company performs on behalf of its clients with customer-facing software) to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.

***Capital Markets – Compliance & Communications Management—***The CM-CCM segment provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements. The Company offers around-the-clock services to support the transaction process, production platform and service delivery model. The Company has seen clients utilizing the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience.

Investment Companies

The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the Investment Company Act, as well as European and Canadian regulations. The Company’s operating segments associated with its investment companies services and products offerings are as follows:

***Investment Companies – Software Solutions—***The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including subscriptions to ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as related services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.

***Investment Companies – Compliance & Communications Management—***The IC-CCM segment provides clients with tech-enabled services and print and distribution solutions for creating, filing and distributing regulatory communications and solutions for investor communications, as well as iXBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. The IC-CCM segment also provides turnkey proxy services, including discovery, planning and implementation, print and mail management, solicitation, tabulation services, stockholder meeting review and expert support.

Executive Overview

Second Quarter Overview

Net sales for the three months ended June 30, 2025 decreased by $24.6 million, or 10.1%, to $218.1 million from $242.7 million for the three months ended June 30, 2024, including a $0.4 million, or 0.2%, increase due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $17.0 million, primarily as a result of lower capital markets transactional and compliance volumes and lower print and distribution net sales of $14.2 million, primarily as a result of lower investment companies and capital markets compliance volumes. The decline was partially offset by higher software solutions net sales of $6.6 million, primarily driven by a $4.8 million increase in Arc Suite net sales and a $2.2 million increase in ActiveDisclosure net sales.

Income from operations for the three months ended June 30, 2025 decreased by $11.7 million, or 18.1%, to $52.8 million from $64.5 million the three months ended June 30, 2024, primarily due to lower net sales of $24.6 million, as described above, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes, and lower SG&A expenses of $6.1 million, largely driven by lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense.

Year-to-Date Overview

Net sales for the six months ended June 30, 2025 decreased by $26.9 million, or 6.0%, to $419.2 million from $446.1 million for the six months ended June 30, 2024, including a $0.3 million, or 0.1%, decrease due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $23.4 million, primarily as a result of lower capital markets compliance and transactional volumes and lower print and distribution net sales of $14.4 million, primarily as a result of lower investment companies and capital markets compliance volumes. The decline was partially offset by higher software solutions net sales of $10.9 million, primarily driven by a $10.2 million increase in Arc Suite net sales.

Income from operations for the six months ended June 30, 2025 decreased by $10.5 million, or 9.6%, to $98.6 million from $109.1 million for the six months ended June 30, 2024, primarily due to lower net sales of $26.9 million, as described above, and a net gain of $9.8 million on the sale of land during the six months ended June 30, 2024, partially offset by lower cost of sales of $14.4 million, largely driven by lower sales volumes, and lower SG&A expenses of $13.1 million, largely driven by lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense.

Financial Review

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical estimates are disclosed in the Annual Report.

The chief operating decision maker regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is defined as earnings before interest expense, net, income tax expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 12, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Presentation of segment profitability for the three and six months ended June 30, 2024 was revised to be comparable to the current period presentation. Corporate is not an operating segment and consists primarily of unallocated SG&A expenses. See Note 12, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.

In the financial review that follows, the Company discusses its unaudited condensed consolidated results of operations, segment net sales, Segment Adjusted EBITDA, financial position, cash flows and certain other information. The Company’s cost of sales as a percentage of net sales, consolidated income from operations, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin may be affected by sales mix (i.e., a higher proportion of sales of higher or lower margin services or products relative to total sales). Sales mix can vary period to period and is impacted by regulatory filing seasonality and global capital markets volatility. This discussion should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and the related notes thereto.

Results of Operations for the Three and Six Months Ended June 30, 2025 as Compared to the Three and Six Months Ended June 30, 2024

The following table shows the results of operations for the three and six months ended June 30, 2025 and 2024:

(in millions, except percentages)

(a) Exclusive of depreciation and amortization

nm – Not meaningful

Consolidated

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Net sales of software solutions of $92.2 million for the three months ended June 30, 2025 increased $6.6 million, or 7.7%, as compared to the three months ended June 30, 2024. Net sales of software solutions increased primarily due to $2.8 million of higher net sales from the Company’s Tailored Shareholder Reporting (“TSR”) offering, $2.2 million of higher ActiveDisclosure net sales and $2.0 million of increases in non-TSR-related Arc Suite net sales.

Net sales of tech-enabled services of $85.2 million for the three months ended June 30, 2025 decreased $17.0 million, or 16.6%, as compared to the three months ended June 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $15.7 million, driven by a decline in both transactional and compliance volumes.

Net sales of print and distribution of $40.7 million for the three months ended June 30, 2025 decreased $14.2 million, or 25.9%, as compared to the three months ended June 30, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $9.6 million, primarily driven by a decline in compliance volumes and lower capital markets net sales of $4.6 million, driven by a decline in compliance volumes.

Software solutions cost of sales of $26.4 million for the three months ended June 30, 2025 increased $1.0 million, or 3.9%, as compared to the three months ended June 30, 2024. Software solutions cost of sales increased primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.1%.

Tech-enabled services cost of sales of $31.6 million for the three months ended June 30, 2025 decreased $2.3 million, or 6.8%, as compared to the three months ended June 30, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 3.9%, largely driven by a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales.

Print and distribution cost of sales of $21.2 million for the three months ended June 30, 2025 decreased $6.0 million, or 22.1%, as compared to the three months ended June 30, 2024. Print and distribution cost of sales decreased primarily due to lower sales volumes. As a percentage of print and distribution net sales, print and distribution cost of sales increased 2.6%, largely driven by lower compliance volumes.

SG&A expenses of $70.0 million for the three months ended June 30, 2025 decreased $6.1 million, or 8.0%, as compared to the three months ended June 30, 2024. SG&A expenses decreased primarily due to lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense. As a percentage of net sales, SG&A expenses increased to 32.1% for the three months ended June 30, 2025 from 31.4% for the three months ended June 30, 2024.

Depreciation and amortization of $15.1 million for the three months ended June 30, 2025 increased $0.8 million, or 5.6%, as compared to the three months ended June 30, 2024, primarily due to higher software amortization expense of $1.0 million, driven by additional software development.

Restructuring, impairment and other charges, net of $1.0 million for the three months ended June 30, 2025 decreased $0.3 million, or 23.1%, as compared to the three months ended June 30, 2024. For the three months ended June 30, 2025, these charges included $0.9 million of employee termination costs for approximately 10 employees. For the three months ended June 30, 2024, these charges included $1.2 million of employee termination costs for approximately 20 employees.

Income from operations of $52.8 million for the three months ended June 30, 2025 decreased $11.7 million, or 18.1%, as compared to the three months ended June 30, 2024. Income from operations decreased primarily due to lower net sales of $24.6 million, as described above, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes, and lower SG&A expenses of $6.1 million, largely driven by lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense.

Interest expense, net of $3.8 million for the three months ended June 30, 2025 increased $0.1 million, or 2.7%, as compared to the three months ended June 30, 2024. Interest expense, net increased largely due to higher average borrowings of $22.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, partially offset by a 0.8% decrease in the weighted-average interest rate on borrowings for each of the Term Loan A Facility and the Revolving Facility, as further described in Note 8, Debt, to the Unaudited Condensed Consolidated Financial Statements.

The effective income tax rate was 25.9% for the three months ended June 30, 2025 as compared to 27.9% for the three months ended June 30, 2024. The decrease in the effective income tax rate was primarily driven by an increase in the net favorable impact of discrete adjustments and lower pre-tax earnings.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Net sales of software solutions of $176.8 million for the six months ended June 30, 2025 increased $10.9 million, or 6.6%, as compared to the six months ended June 30, 2024. Net sales of software solutions increased due to $5.8 million of higher net sales from the Company’s TSR offering, $4.4 million of increases in non-TSR-related Arc Suite net sales and $4.3 million of higher ActiveDisclosure net sales, partially offset by $3.6 million of lower Venue net sales.

Net sales of tech-enabled services of $161.7 million for the six months ended June 30, 2025 decreased $23.4 million, or 12.6%, as compared to the six months ended June 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $21.9 million, driven by a decline in both compliance and transactional volumes.

Net sales of print and distribution of $80.7 million for the six months ended June 30, 2025 decreased $14.4 million, or 15.1%, as compared to the six months ended June 30, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $8.8 million, primarily driven by a decline in compliance volumes and lower capital markets net sales of $5.6 million, driven by a decline in compliance volumes.

Software solutions cost of sales of $54.0 million for the six months ended June 30, 2025 increased $1.3 million, or 2.5%, as compared to the six months ended June 30, 2024 primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.3%.

Tech-enabled services cost of sales of $58.9 million for the six months ended June 30, 2025 decreased $5.6 million, or 8.7%, as compared to the six months ended June 30, 2024. Tech-enabled services cost of sales decreased due to lower sales volumes, lower allocation of overhead costs and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 1.6%, largely driven by a higher proportion of investment companies compliance net sales, which generally have lower margins, as compared to transactional net sales.

Print and distribution cost of sales of $39.3 million for the six months ended June 30, 2025 decreased $10.1 million, or 20.4%, as compared to the six months ended June 30, 2024. Print and distribution cost of sales decreased due to lower sales volumes, lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 3.2%, largely driven by lower allocation of overhead costs and cost control initiatives.

SG&A expenses of $135.8 million for the six months ended June 30, 2025 decreased $13.1 million, or 8.8%, as compared to the six months ended June 30, 2024. SG&A expenses decreased primarily due to lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense. As a percentage of net sales, SG&A expenses decreased to 32.4% for the six months ended June 30, 2025 from 33.4% for the six months ended June 30, 2024.

Depreciation and amortization of $29.2 million for the six months ended June 30, 2025 increased $1.0 million, or 3.5%, as compared to the six months ended June 30, 2024, primarily due to higher software amortization expense of $1.8 million, driven by additional software development.

Restructuring, impairment and other charges, net of $3.9 million for the six months ended June 30, 2025 increased $0.8 million, or 25.8%, as compared to the six months ended June 30, 2024. For the six months ended June 30, 2025, these charges included $3.7 million of employee termination costs for approximately 50 employees. For the six months ended June 30, 2024, these charges included $2.9 million of employee termination costs for approximately 30 employees.

Other operating income, net of $9.8 million for the six months ended June 30, 2024 included a net gain of $9.8 million on the sale of land.

Income from operations of $98.6 million for the six months ended June 30, 2025 decreased $10.5 million, or 9.6%, as compared to the six months ended June 30, 2024 primarily due to lower net sales of $26.9 million, as described above, and a net gain of $9.8 million on the sale of land during the six months ended June 30, 2024, partially offset by lower cost of sales of $14.4 million, largely driven by lower sales volumes, and lower SG&A expenses of $13.1 million, largely driven by lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense.

Interest expense, net of $6.9 million for the six months ended June 30, 2025 decreased $0.4 million, or 5.5%, as compared to the six months ended June 30, 2024. Interest expense, net decreased primarily due to a 0.9% decrease in the weighted-average interest rate on borrowings for each of the Term Loan A Facility and the Revolving Facility, as further described in Note 8, Debt, to the Unaudited Condensed Consolidated Financial Statements.

The effective income tax rate was 26.2% for the six months ended June 30, 2025, as compared to 24.6% for the six months ended June 30, 2024. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments.

Information by Segment

The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the three and six months ended June 30, 2025 and 2024:

Capital Markets – Software Solutions

(in millions, except percentages)

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Net sales of $59.1 million for the three months ended June 30, 2025 increased $1.8 million, or 3.1%, as compared to the three months ended June 30, 2024, due to higher ActiveDisclosure net sales of $2.2 million, partially offset by lower Venue net sales.

Segment Adjusted EBITDA of $22.4 million for the three months ended June 30, 2025 increased $1.2 million, or 5.7%, as compared to the three months ended June 30, 2024, primarily due to higher net sales of $1.8 million, partially offset by higher SG&A expense of $0.8 million, largely driven by higher bad debt expense.

Segment Adjusted EBITDA margin increased by approximately 90 basis points (“bps”) from 37.0% for the three months ended June 30, 2024 to 37.9% for the three months ended June 30, 2025, due to a decrease in cost of sales as a percentage of net sales.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Net sales of $111.0 million for the six months ended June 30, 2025 increased $0.7 million, or 0.6%, as compared to the six months ended June 30, 2024, due to higher ActiveDisclosure net sales of $4.3 million, partially offset by lower Venue net sales of $3.6 million.

Segment Adjusted EBITDA of $36.3 million for the six months ended June 30, 2025 decreased $0.7 million, or 1.9%, as compared to the six months ended June 30, 2024, primarily due to an increase in SG&A expenses of $2.0 million, largely driven by higher selling expense and higher bad debt expense.

Segment Adjusted EBITDA margin decreased by approximately 80 bps from 33.5% for the six months ended June 30, 2024 to 32.7% for the six months ended June 30, 2025, primarily due to an approximately 160 bps increase in SG&A expenses as a percentage of net sales, largely driven by higher selling expense and higher bad debt expense.

Capital Markets – Compliance and Communications Management

(in millions, except percentages)

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Net sales of $93.5 million for the three months ended June 30, 2025 decreased $20.3 million, or 17.8%, as compared to the three months ended June 30, 2024, primarily due to lower tech-enabled services net sales of $15.7 million, driven by a decline in both transactional and compliance volumes.

Segment Adjusted EBITDA of $36.8 million for the three months ended June 30, 2025 decreased $9.0 million, or 19.7%, as compared to the three months ended June 30, 2024, primarily due to the $20.3 million decline in net sales, partially offset by lower SG&A expenses of $7.3 million and lower cost of sales of $4.1 million. The decrease in SG&A expenses was primarily attributable to lower bad debt expense of $4.1 million, whereas the lower cost of sales of $4.1 million was primarily due to lower sales volumes and a lower allocation of overhead costs.

Segment Adjusted EBITDA margin decreased by approximately 80 bps from 40.2% for the three months ended June 30, 2024 to 39.4% for the three months ended June 30, 2025, due to an approximately 350 bps increase in cost of sales as a percentage of net sales, largely driven by lower sales volumes and a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales, partially offset by an approximately 260 bps decrease in SG&A expense as a percentage of net sales, largely driven by lower bad debt expense.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Net sales of $177.4 million for the six months ended June 30, 2025 decreased $27.5 million, or 13.4%, as compared to the six months ended June 30, 2024, primarily due to lower tech-enabled services net sales of $21.9 million, driven by a decline in both compliance and transactional volumes.

Segment Adjusted EBITDA of $73.5 million for the six months ended June 30, 2025 decreased $3.7 million, or 4.8%, as compared to the six months ended June 30, 2024, primarily due to the $27.5 million decline in net sales, partially offset by lower SG&A expenses of $15.7 million and lower cost of sales of $8.1 million. The decrease in SG&A expenses was primarily attributable to lower bad debt expense of $6.5 million and lower selling expense, whereas lower cost of sales of $8.1 million was primarily due to lower sales volumes and a lower allocation of overhead costs.

Segment Adjusted EBITDA margin increased by approximately 370 bps from 37.7% for the six months ended June 30, 2024 to 41.4% for the six months ended June 30, 2025, primarily due to an approximately 490 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense and lower selling expense.

Investment Companies – Software Solutions

(in millions, except percentages)

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Net sales of $33.1 million for the three months ended June 30, 2025 increased $4.8 million, or 17.0%, as compared to the three months ended June 30, 2024, primarily due to $2.8 million of higher net sales from the Company’s TSR offering, largely within ArcReporting and ArcDigital, as well as an increase in non-TSR-related ArcReporting net sales of $1.6 million.

Segment Adjusted EBITDA of $14.2 million for the three months ended June 30, 2025 increased $3.1 million, or 27.9%, as compared to the three months ended June 30, 2024, primarily due to higher net sales of $4.8 million, partially offset by higher cost of sales of $1.2 million.

Segment Adjusted EBITDA margin increased by approximately 370 bps from 39.2% for the three months ended June 30, 2024 to 42.9% for the three months ended June 30, 2025, primarily due to price increases.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Net sales of $65.8 million for the six months ended June 30, 2025 increased $10.2 million, or 18.3%, as compared to the six months ended June 30, 2024. Net sales increased primarily due to $5.8 million of higher net sales from the Company’s TSR offering, largely within ArcReporting and ArcDigital, as well as an increase in non-TSR-related ArcReporting net sales of $3.8 million.

Segment Adjusted EBITDA of $27.0 million for the six months ended June 30, 2025 increased $7.9 million, or 41.4%, as compared to the six months ended June 30, 2024, primarily due to higher net sales of $10.2 million, partially offset by higher cost of sales of $2.0 million, largely driven by higher product development costs.

Segment Adjusted EBITDA margin increased by approximately 660 bps from 34.4% for the six months ended June 30, 2024 to 41.0% for the six months ended June 30, 2025, primarily due to price increases.

Investment Companies – Compliance and Communications Management

(in millions, except percentages)

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Net sales of $32.4 million for the three months ended June 30, 2025 decreased $10.9 million, or 25.2%, as compared to the three months ended June 30, 2024, primarily due to lower print and distribution net sales of $9.6 million, largely driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $12.6 million for the three months ended June 30, 2025 decreased $5.7 million, or 31.1%, as compared to the three months ended June 30, 2024, primarily due to lower net sales of $10.9 million, partially offset by lower cost of sales of $4.6 million, largely driven by lower sales volumes.

Segment Adjusted EBITDA margin decreased by approximately 340 bps from 42.3% for the three months ended June 30, 2024 to 38.9% for the three months ended June 30, 2025, due to an approximately 170 bps increase in cost of sales as a percentage of net sales and an approximately 170 bps increase in SG&A expense as a percentage of net sales, both largely driven by lower sales volumes.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Net sales of $65.0 million for the six months ended June 30, 2025 decreased $10.3 million, or 13.7%, as compared to the six months ended June 30, 2024, primarily due to lower print and distribution net sales of $8.8 million, largely driven by a decline in compliance volumes.

Segment Adjusted EBITDA of $24.8 million for the six months ended June 30, 2025 decreased $1.7 million, or 6.4%, as compared to the six months ended June 30, 2024, primarily due to lower net sales of $10.3 million, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes.

Segment Adjusted EBITDA margin increased by approximately 300 bps from 35.2% for the six months ended June 30, 2024 to 38.2% for the six months ended June 30, 2025, due to an approximately 300 bps decrease in cost of sales as a percentage of net sales, primarily due to certain higher margin print and distribution compliance net sales.

Corporate

The following table summarizes unallocated expenses within Corporate:

(in millions)

Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Corporate unallocated expenses of $9.7 million for the three months ended June 30, 2025 increased $0.5 million, or 5.4%, as compared to the three months ended June 30, 2024, primarily due to higher healthcare expense.

Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Corporate unallocated expenses of $17.1 million for the six months ended June 30, 2025 decreased $0.3 million, or 1.7%, as compared to the six months ended June 30, 2024, primarily due to lower incentive compensation expense, partially offset by higher consulting expense.

Non-GAAP Measures

The Company believes that certain non-GAAP measures, such as non-GAAP consolidated adjusted EBITDA (“Adjusted EBITDA”), provide useful information about the Company’s operating results and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance prepared in accordance with GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Adjusted EBITDA allows investors to make a more meaningful comparison between the Company’s core business operating results over different periods of time. The Company believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as historic cost and age of assets, restructuring, impairment and other charges, net, non-income tax, net, gain on investments in equity securities as well as other items, as described below, the Company believes that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.

Adjusted EBITDA is not presented in accordance with GAAP and has important limitations as an analytical tool. These measures should not be considered as a substitute for analysis of the Company’s results as reported under GAAP. In addition, these measures are defined differently by different companies and, accordingly, such measures may not be comparable to similarly-titled measures of other companies. In addition to the factors listed above, share-based compensation expense is excluded from Adjusted EBITDA. Although share-based compensation is a key incentive offered to certain Company employees, business performance is evaluated excluding share-based compensation expense. Depending upon the size, timing and the terms of grants, share-based compensation expense may vary but will recur in future periods.

The following table reconciles net earnings to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:

(in millions)

***Restructuring, impairment and other charges, net—***Included employee termination costs of $0.9 million and $3.7 million for the three and six months ended June 30, 2025, respectively, and $1.2 million and $2.9 million for the three and six months ended June 30, 2024, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.

***Share-based compensation expense—***Included charges of $7.5 million and $13.5 million for the three and six months ended June 30, 2025, respectively, and $7.4 million and $12.5 million for the three and six months ended June 30, 2024, respectively.

***Gain on sales of long-lived assets—***The six months ended June 30, 2025 included a gain of $0.5 million on the sale of long-lived assets. The six months ended June 30, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements for additional information.

***Non-income tax, net—***Included income of $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.7 million for the three and six months ended June 30, 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.

***Gain on investments in equity securities—***Included a gain of $0.1 million for the three and six months ended June 30, 2025, and $0.3 million and $0.4 million for the three and six months ended June 30, 2024, respectively.

Liquidity and Capital Resources

The Company believes it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its investors. Cash and cash equivalents on hand, operating cash flows and the Company’s Revolving Facility are the primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s debt obligations, capital expenditures necessary to support productivity improvement and growth, share repurchases and continuous operational improvements.

The Company maintains cash pooling structures that enable participating international locations to draw on the pools’ cash resources to meet local liquidity needs. Foreign cash balances may be loaned from certain cash pools to U.S. operating entities on a temporary basis in order to reduce the Company’s short-term borrowing costs or for other purposes. The Company has the ability to repatriate foreign cash, associated with foreign earnings previously subjected to U.S. tax, with minimal additional tax consequences. The Company maintains its assertion of indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S., with the exception of the previously taxed foreign earnings already subject to U.S. tax. The Company did not repatriate excess cash at its foreign subsidiaries to the U.S. during the six months ended June 30, 2025. The Company repatriated $30.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2024. The Company is evaluating whether to make any cash repatriations in the future.

On July 4, 2025, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14, commonly referred to as the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act changes the timing of certain tax deductions, including depreciation expense, research and development expenditures and interest expense. Aspects of the Act will become effective for the Company in the third quarter of 2025, with certain additional impacts coming into effect in 2026 and beyond. The Company will continue evaluating the impact of the Act and expects that it will impact the timing of the Company’s future tax payments, but does not expect the enacted legislation to have a material impact on its income tax expense in future periods.

The Organization for Economic Co-operation and Development’s (“OECD”) current project, widely known as Anti-Base Erosion and Profit Shifting, seeks to address tax challenges arising in the global economy by introducing a global minimum corporate tax of 15%, referred to as Pillar Two, and several mechanisms to ensure tax is paid (the “GloBE Model Rules”). Policymakers across jurisdictions have begun adopting the GloBE Model Rules to implement a global minimum corporate tax rate of 15%. The OECD continues to release administrative guidance and many countries in which the Company operates have adopted or have proposed legislation to adopt Pillar Two. Many aspects of the minimum tax directive became effective beginning in 2024, with certain additional impacts coming into effect beginning in 2025 and beyond. The Company is monitoring enacted legislation and effective dates in its jurisdictions of operations. The Pillar Two framework did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 and the Company does not expect the enacted legislation to have a material impact in future periods.

Cash and cash equivalents were $33.8 million at June 30, 2025, which included $11.1 million in the U.S. and $22.7 million at international locations.

The following table describes the Company’s cash flows for the six months ended June 30, 2025 and 2024:

(in millions)

Cash Flows Provided by Operating Activities

Operating cash inflows and outflows are largely attributable to sales of the Company’s services and products as well as recurring expenditures for labor, rent and other operating activities.

Net cash provided by operating activities was $30.7 million for the six months ended June 30, 2025 as compared to $28.3 million for the six months ended June 30, 2024. The favorable change in cash provided by operating activities of $2.4 million was primarily due to the following factors:

• Accounts payable increased operating cash flows by $11.1 million more during the six months ended June 30, 2025 (a $10.5M increase for the six months ended June 30, 2025, as compared to a $0.6 million decrease for the six months ended June 30, 2024), primarily due to the timing of supplier payments.
• Receivables, net increased operating cash flows by $8.0 million more during the six months ended June 30, 2025 (a $67.6 million decrease for the six months ended June 30, 2025, as compared to a $75.6 million decrease for the six months ended June 30, 2024), due to the timing of collections.
• Prepaid expenses and other current assets increased operating cash flows by $6.0 million more during the six months ended June 30, 2025 (a $2.9 million increase for the six months ended June 30, 2025, as compared to a $3.1 million decrease for the six months ended June 30, 2024) primarily due to the timing of January 2025 payroll payments of $7.5 million.
• Accrued liabilities and other decreased operating cash flows by $19.2 million more during the six months ended June 30, 2025 (a $30.5 million decrease for the six months ended June 30, 2025, as compared to a $11.3 million decrease for the six months ended June 30, 2024), primarily due to higher 2025 payments of employee-related compensation, including incentive compensation and sales commissions, as a result of the Company’s 2024 operating results.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $29.9 million for the six months ended June 30, 2025, which primarily consisted of $30.0 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $60 million to $65 million for the year ending December 31, 2025.

Net cash used in investing activities was $19.1 million for the six months ended June 30, 2024, which primarily consisted of $31.7 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land.

Cash Flows (Used in) Provided by Financing Activities

Net cash used in financing activities was $25.5 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company received $207.5 million of proceeds from the Revolving Facility borrowings, partially offset by $130.5 million of payments on the Revolving Facility borrowings. During the six months ended June 30, 2025, the Company made $126.4 million of payments on long-term debt, primarily to retire the full amount of the Company’s then-outstanding $125.0 million Delayed Draw Term Loan A Facility. The Company’s common stock repurchases for the six months ended June 30, 2025 totaled $88.7 million, which included $76.4 million of repurchases under the stock repurchase program and $12.3 million associated with vesting of the Company’s equity awards.

Net cash provided by financing activities was $3.5 million for the six months ended June 30, 2024. During the six months ended June 30, 2024, the Company received $139.0 million of proceeds from the Revolving Facility borrowings, partially offset by $84.0 million of payments on the Revolving Facility borrowings. The Company’s common stock repurchases for the six months ended June 30, 2024 totaled $50.7 million, which included $27.8 million of repurchases under the stock repurchase program and $22.9 million associated with vesting of the Company’s equity awards.

Debt

The Company’s debt as of June 30, 2025 and December 31, 2024 consisted of the following (in millions):

37

The Company’s debt maturity schedule as of June 30, 2025 is shown in the table below:

(in millions)

(a) Excludes unamortized debt issuance costs of $0.5 million, which do not represent contractual commitments with a fixed amount or maturity date.

***Credit Agreement—***On March 13, 2025, the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to provide for a $115.0 million term loan A facility (the “Term Loan A Facility”), establish a $300.0 million revolving facility (the “Revolving Facility”) with a maturity date of March 13, 2030 to replace the entire amount of the revolving facility and modify the financial maintenance and negative covenants in the Amended and Restated Credit Agreement, among other things. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Amended and Restated Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Amended and Restated Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate. Each of these covenants is subject to important exceptions and qualifications. Refer to Note 8, Debt, for additional information.

The Company used the proceeds of the Term Loan A Facility and the Revolving Facility to retire the full $125.0 million of the Company’s then-outstanding Delayed Draw Term Loan A Facility. Under the Amended and Restated Credit Agreement, the Term Loan A Facility bears interest at a rate equal to the sum of the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 2.00% to 2.50% based on the Company’s Consolidated Net Leverage Ratio. The principal amount of loans under the Term Loan A Facility are due and payable in equal quarterly installments of 1.25% of the original principal amount of the loans during the first three years after funding, beginning on June 30, 2025, and 2.50% of the original principal amount of the loans thereafter. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The entire unpaid principal amount of the loans will be due and payable in full on March 13, 2030.

As of June 30, 2025, there were $77.0 million of borrowings outstanding under the Revolving Facility as well as $1.6 million in outstanding letters of credit and bank guarantees, of which $1.5 million of the outstanding letters of credit reduced the availability under the Revolving Facility. Based on the Company’s results of operations for the twelve months ended June 30, 2025 and existing debt, the Company would have had the ability to utilize the remaining $221.5 million of the Revolving Facility and not have been in violation of the terms of the agreement.

The current availability under the Revolving Facility and net available liquidity as of June 30, 2025 are shown in the table below:

(in millions)

38

The Company was in compliance with its debt covenants as of June 30, 2025, and expects to remain in compliance based on management’s estimates of operating and financial results for fiscal year 2025 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s services and products could impact the Company’s ability to remain in compliance with its debt covenants in future periods.

The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of June 30, 2025, the Revolving Facility is supported by thirteen U.S. and international financial institutions.

As of June 30, 2025, the Company met all the conditions required to borrow under the Revolving Facility, and management expects the Company to continue to meet the applicable borrowing conditions.

OTHER INFORMATION

Litigation and Contingent Liabilities

For a discussion of certain litigation involving the Company, see Note 7, Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements.

Critical Accounting Estimates

There were no changes to critical accounting estimates from those disclosed in the Annual Report.

New Accounting Pronouncements

Recently issued accounting standards and their estimated effect on the Company’s Unaudited Condensed Consolidated Financial Statements are described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements.

(a) Disclosure controls and procedures.

Management, together with the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(b) and Rule 15d-15(e) of the Exchange Act) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

(b) Changes in internal control over financial reporting.

The Company is implementing a new quote-to-cash process, which included the implementation of new systems, for certain of its software services (“QTC Process”). This project improves the efficiency and effectiveness of certain business transactions, invoicing and reporting processes, as well as the underlying systems environment. The new QTC Process is a significant component of the Company’s internal control over financial reporting.

There were no material changes during the three months ended June 30, 2025 to the risk factors identified in the Annual Report.