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Donnelley Financial Solutions Inc

For the period ended Sep 30, 2024. Filed Oct 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 31, 2024

DFIN$66.98-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-31.

0000950170-24-088551

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0000950170-24-119519

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 140 previous paragraphs and 138 current paragraphs.

56 unchanged; 53 reworded; 28 added; 30 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

Income from operations for the three months ended September 30, 2024 decreased by $11.6 million, or 38.9%, to $18.2 million from $29.8 million for the three months ended September 30, 2023, primarily due to higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense and higher depreciation and amortization expense, partially offset by lower consulting expense, cost control initiatives and a favorable sales mix.

Current report

Income from operations for the nine months ended September 30, 2024 increased by $27.1 million, or 27.0%, to $127.3 million from $100.2 million for the nine months ended September 30, 2023, primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives, a net gain on the sale of land, lower consulting expense and lower restructuring impairment, and other charges, net, partially offset by lower compliance volumes, higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense, higher depreciation and amortization expense and higher bad debt expense.

Current report

Results of Operations for the Three and Nine Months Ended September 30, 2024 as Compared to the Three and Nine Months Ended September 30, 2023

Current report

Depreciation and amortization of $17.2 million for the three months ended September 30, 2024 increased $2.8 million, or 19.4%, as compared to the three months ended September 30, 2023, as a result of $2.8 million of accelerated amortization expense related to discontinued software.

Current report

Restructuring, impairment and other charges, net of $1.4 million for the three months ended September 30, 2024 increased $1.7 million, as compared to the three months ended September 30, 2023.

Current report

Income from operations of $18.2 million for the three months ended September 30, 2024 decreased $11.6 million, or 38.9%, as compared to the three months ended September 30, 2023. Income from operations decreased primarily due to higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense and higher depreciation and amortization expense, partially offset by lower consulting expense, cost control initiatives and a favorable sales mix.

Current report

Net sales of $53.3 million for the three months ended September 30, 2024 increased $6.8 million, or 14.6%, as compared to the three months ended September 30, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $1.0 million decrease due to the disposition of the eBrevia business in the fourth quarter of 2023.

Current report

Income from operations of $6.2 million for the three months ended September 30, 2024 increased $1.3 million, or 26.5%, as compared to the three months ended September 30, 2023, primarily due to higher sales volumes, a favorable sales mix and price increases, partially offset by higher selling expense, higher bad debt expense and higher incentive compensation expense.

Current report

Operating margin increased from 10.5% for the three months ended September 30, 2023 to 11.6% for the three months ended September 30, 2024, primarily due to a favorable sales mix and price increases, partially offset by higher selling expense, higher bad debt expense and higher incentive compensation expense.

Current report

Net sales of $163.6 million for the nine months ended September 30, 2024 increased $25.7 million, or 18.6%, as compared to the nine months ended September 30, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $3.1 million decrease due to the disposition of the eBrevia business.

Current report

Income from operations of $30.1 million for the nine months ended September 30, 2024 increased $21.4 million, as compared to the nine months ended September 30, 2023, primarily due to higher sales volumes, price increases, a favorable sales mix, cost control initiatives, lower restructuring, impairment, and other charges, net and lower depreciation and amortization expense, partially offset by higher selling expense and higher bad debt expense.

Current report

Operating margin increased from 6.3% for the nine months ended September 30, 2023 to 18.4% for the nine months ended September 30, 2024, primarily due to price increases, a favorable sales mix, cost control initiatives, lower restructuring, impairment, and other charges, net and lower depreciation and amortization expense, partially offset by higher selling expense and higher bad debt expense.

Current report

Income from operations of $14.8 million for the three months ended September 30, 2024 decreased $10.1 million, or 40.6%, as compared to the three months ended September 30, 2023, primarily due to lower sales volumes, higher selling expense and higher depreciation and amortization expense as a result of $2.8 million of accelerated amortization expense related to discontinued software, partially offset by cost control initiatives and a lower allocation of overhead costs.

Current report

Net sales of $268.4 million for the nine months ended September 30, 2024 decreased $18.7 million, or 6.5%, as compared to the nine months ended September 30, 2023. Net sales decreased primarily due to lower compliance volumes, partially offset by price increases and higher transactional volumes.

Current report

Operating margin increased from 30.8% for the nine months ended September 30, 2023 to 35.9% for the nine months ended September 30, 2024, primarily due to a net gain on the sale of land, cost control initiatives, price increases, a lower allocation of overhead costs and lower restructuring, impairment and other charges, net, partially offset by higher depreciation and amortization expense, higher incentive compensation expense and higher bad debt expense.

Current report

Net sales of $28.9 million for the three months ended September 30, 2024 increased $2.2 million, or 8.2%, as compared to the three months ended September 30, 2023, primarily due to the Company’s TSR offering, impacting ArcReporting and ArcDigital, partially offset by lower ArcRegulatory volumes.

Current report

Income from operations of $4.2 million for the three months ended September 30, 2024 decreased $2.4 million, or 36.4%, as compared to the three months ended September 30, 2023, primarily due to higher depreciation and amortization expense, higher incentive compensation expense and a higher allocation of overhead costs, partially offset by higher sales volumes.

Current report

Operating margin decreased from 24.7% for the three months ended September 30, 2023 to 14.5% for the three months ended September 30, 2024, primarily due to higher depreciation and amortization expense, higher incentive compensation expense and a higher allocation of overhead costs.

Current report

Net sales of $84.5 million for the nine months ended September 30, 2024 increased $3.4 million, or 4.2%, as compared to the nine months ended September 30, 2023. Net sales increased primarily due to the Company’s TSR offering, impacting ArcReporting and ArcDigital, as well as Arc Suite price increases, partially offset by lower ArcRegulatory volumes.

Current report

Income from operations of $14.8 million for the nine months ended September 30, 2024 decreased $3.5 million, or 19.1%, as compared to the nine months ended September 30, 2023, primarily due to higher depreciation and amortization expense and a higher allocation of overhead costs, partially offset by price increases.

Current report

Operating margin decreased from 22.6% for the nine months ended September 30, 2023 to 17.5% for the nine months ended September 30, 2024, primarily due to higher depreciation and amortization expense and a higher allocation of overhead costs, partially offset by price increases.

Current report

Net sales of $33.8 million for the three months ended September 30, 2024 decreased $2.9 million, or 7.9%, as compared to the three months ended September 30, 2023, primarily due to lower compliance volumes.

Current report

Income from operations of $9.1 million for the three months ended September 30, 2024 decreased $2.1 million, or 18.8%, as compared to the three months ended September 30, 2023, primarily due to lower sales volumes and a higher allocation of overhead costs, partially offset by a favorable sales mix.

Current report

Operating margin decreased from 30.5% for the three months ended September 30, 2023 to 26.9% for the three months ended September 30, 2024, primarily due to a higher allocation of overhead costs, partially offset by a favorable sales mix.

Current report

Net sales of $109.1 million for the nine months ended September 30, 2024 decreased $5.5 million, or 4.8%, as compared to the nine months ended September 30, 2023. Net sales decreased primarily due to lower compliance volumes, partially offset by higher transactional volumes.

Current report

Income from operations of $33.2 million for the nine months ended September 30, 2024 decreased $2.2 million, or 6.2%, as compared to the nine months ended September 30, 2023, primarily due to lower sales volumes and a higher allocation of overhead costs, partially offset by a favorable sales mix.

Current report

Operating margin decreased from 30.9% for the nine months ended September 30, 2023 to 30.4% for the nine months ended September 30, 2024, primarily due to a higher allocation of overhead costs, partially offset by a favorable sales mix.
Removed paragraphs (30)

Previous report

On October 26, 2022, the SEC announced that it adopted the Tailored Shareholder Reports (“TSR”) for Mutual Funds and Exchange-Traded Funds rule, which requires certain investment companies to complete a new concise and visually engaging annual and semi-annual TSR that highlights key information that is particularly important for retail investors to assess and monitor their investments. The TSR, which can be printed and mailed or delivered electronically upon request of the investor, replaces SEC Rule 30e-3 “Optional Internet Availability of Investment Company Shareholder Reports” for open-ended funds and ETFs registered under N-1A and will require iXBRL tagging. The rule went into effect on January 24, 2023 and compliance was required by July 24, 2024. As a result, the Company expects an increase in net sales from Arc Suite, tech-enabled services and print beginning in the second half of 2024.

Previous report

Income from operations for the three months ended June 30, 2024 increased by $8.9 million, or 16.0%, to $64.5 million from $55.6 million for the three months ended June 30, 2023, primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives and lower healthcare expense, partially offset by lower compliance net sales, higher restructuring, impairment and other charges, net and higher bad debt expense.

Previous report

Income from operations for the six months ended June 30, 2024 increased by $38.7 million, or 55.0%, to $109.1 million from $70.4 million for the six months ended June 30, 2023, primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives, a net gain on the sale of land and lower restructuring, impairment and other charges, net, partially offset by lower compliance net sales, higher bad debt expense, higher selling expense as a result of the increase in net sales, higher share-based compensation expense and higher depreciation and amortization expense.

Previous report

Results of Operations for the Three and Six Months Ended June 30, 2024 as Compared to the Three and Six Months Ended June 30, 2023

Previous report

Depreciation and amortization of $14.3 million for the three months ended June 30, 2024 decreased $0.1 million, or 0.7%, as compared to the three months ended June 30, 2023, primarily due to a decrease in other intangible asset amortization expense, mostly offset by additional software development.

Previous report

Restructuring, impairment and other charges, net of $1.3 million for the three months ended June 30, 2024 increased $3.5 million, as compared to the three months ended June 30, 2023. For the three months ended June 30, 2024, these charges included $1.2 million of employee termination costs for approximately 20 employees. The three months ended June 30, 2023, which was a credit of $2.2 million, included a reversal in estimated severance for certain previously accrued employee termination costs as a result of voluntary resignations and differences in estimated and actual severance costs.

Previous report

Income from operations of $64.5 million for the three months ended June 30, 2024 increased $8.9 million, or 16.0%, as compared to the three months ended June 30, 2023. Income from operations increased primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives and lower healthcare expense, partially offset by lower compliance net sales, higher restructuring, impairment and other charges, net and higher bad debt expense.

Previous report

Investment and other income, net of $0.4 million for the three months ended June 30, 2024 increased $0.1 million, or 33.3%, as compared to the three months ended June 30, 2023.

Previous report

Net sales of $57.3 million for the three months ended June 30, 2024 increased $9.6 million, or 20.1%, as compared to the three months ended June 30, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $0.9 million decrease due to the disposition of the eBrevia business, which was sold in the fourth quarter of 2023.

Previous report

Income from operations of $14.4 million for the three months ended June 30, 2024 increased $10.0 million, as compared to the three months ended June 30, 2023, primarily due to higher sales volumes, a favorable sales mix, price increases, lower depreciation and amortization expense and cost control initiatives.

Previous report

Operating margin increased from 9.2% for the three months ended June 30, 2023 to 25.1% for the three months ended June 30, 2024, primarily due to a favorable sales mix, price increases, lower depreciation and amortization expense and cost control initiatives.

Previous report

Net sales of $110.3 million for the six months ended June 30, 2024 increased $18.9 million, or 20.7%, as compared to the six months ended June 30, 2023, primarily due to higher Venue volumes and price increases, partially offset by a $2.1 million decrease due to the disposition of the eBrevia business, which was sold in the fourth quarter of 2023.

Previous report

Income from operations of $23.9 million for the six months ended June 30, 2024 increased $20.1 million, as compared to the six months ended June 30, 2023, primarily due to higher sales volumes, a favorable sales mix, price increases, cost control initiatives and lower restructuring, impairment, and other charges, net.

Previous report

Operating margin increased from 4.2% for the six months ended June 30, 2023 to 21.7% for the six months ended June 30, 2024, primarily due to a favorable sales mix, price increases, cost control initiatives and lower restructuring, impairment, and other charges, net.

Previous report

Net sales of $113.8 million for the three months ended June 30, 2024 decreased $9.1 million, or 7.4%, as compared to the three months ended June 30, 2023, primarily due to lower compliance volumes, partially offset by price increases.

Previous report

Income from operations of $43.0 million for the three months ended June 30, 2024 decreased $4.0 million, or 8.5%, as compared to the three months ended June 30, 2023, primarily due to lower net sales and higher restructuring, impairment, and other charges, net, partially offset by cost control initiatives, price increases and a favorable sales mix.

Previous report

Net sales of $204.9 million for the six months ended June 30, 2024 decreased $12.1 million, or 5.6%, as compared to the six months ended June 30, 2023. Net sales decreased primarily due to lower compliance volumes, partially offset by higher transactional volumes and price increases.

Previous report

Operating margin increased from 29.3% for the six months ended June 30, 2023 to 39.8% for the six months ended June 30, 2024, primarily due to a net gain on the sale of land, which had a favorable impact on operating margin of 4.6%, cost control initiatives, a favorable sales mix, price increases and lower restructuring, impairment and other charges, net, partially offset by higher bad debt expense.

Previous report

Net sales of $28.3 million for the three months ended June 30, 2024 increased $0.3 million, or 1.1%, as compared to the three months ended June 30, 2023, primarily due to Arc Suite price increases and higher ArcDigital and ArcReporting volumes, partially offset by lower ArcRegulatory volumes.

Previous report

Income from operations of $6.8 million for the three months ended June 30, 2024 increased $0.1 million, or 1.5%, as compared to the three months ended June 30, 2023, primarily due to lower restructuring, impairment, and other charges, net and price increases, partially offset by higher depreciation and amortization expense.

Previous report

Operating margin increased from 23.9% for the three months ended June 30, 2023 to 24.0% for the three months ended June 30, 2024, primarily due to lower restructuring, impairment, and other charges, net and price increases, partially offset by higher depreciation and amortization expense.

Previous report

Net sales of $55.6 million for the six months ended June 30, 2024 increased $1.2 million, or 2.2%, as compared to the six months ended June 30, 2023. Net sales increased primarily due to Arc Suite price increases and higher ArcReporting volumes, partially offset by lower ArcRegulatory volumes.

Previous report

Operating margin decreased from 21.5% for the six months ended June 30, 2023 to 19.1% for the six months ended June 30, 2024, primarily due to higher depreciation and amortization expense, partially offset by price increases.

Previous report

Net sales of $43.3 million for the three months ended June 30, 2024 decreased $0.2 million, or 0.5%, as compared to the three months ended June 30, 2023, primarily due to lower compliance volumes, partially offset by higher transactional volumes.

Previous report

Income from operations of $17.0 million for the three months ended June 30, 2024 increased $0.9 million, or 5.6%, as compared to the three months ended June 30, 2023, primarily due to a favorable sales mix.

Previous report

Operating margin increased from 37.0% for the three months ended June 30, 2023 to 39.3% for the three months ended June 30, 2024, primarily due to a favorable sales mix.

Previous report

Net sales of $75.3 million for the six months ended June 30, 2024 decreased $2.6 million, or 3.3%, as compared to the six months ended June 30, 2023. Net sales decreased primarily due to lower compliance volumes, partially offset by higher transactional volumes.

Previous report

Income from operations of $24.1 million for the six months ended June 30, 2024 decreased $0.1 million, or 0.4%, as compared to the six months ended June 30, 2023, primarily due to lower sales volumes, partially offset by a favorable sales mix.

Previous report

Operating margin increased from 31.1% for the six months ended June 30, 2023 to 32.0% for the six months ended June 30, 2024, primarily due to a favorable sales mix.
Reworded paragraphs (53)

Previous wording

The SEC is adopting new as well as amending existing rules and forms to 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. These actions are driving significant changes which impact the Company’s customers, and have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions.

Current wording

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’s customers, and have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions.

Previous wording

Net sales for the three months ended June 30, 2024 increased by $0.6 million, or 0.2%, to $242.7 million from $242.1 million for the three months ended June 30, 2023, including a $0.9 million, or 0.4%, decrease due to the disposition of the eBrevia business and a $0.2 million, or 0.1%, decrease due to changes in foreign currency exchange rates. Net sales increased primarily due to higher Venue volumes and Venue price increases, partially offset by lower capital markets and investment companies compliance volumes.

Current wording

Net sales for the three months ended September 30, 2024 decreased by $0.5 million, or 0.3%, to $179.5 million from $180.0 million for the three months ended September 30, 2023, including a $1.0 million, or 0.6%, decrease due to the disposition of the eBrevia business in the fourth quarter of 2023, and a $0.1 million, or 0.1%, increase due to changes in foreign currency exchange rates. Net sales decreased primarily due to lower capital markets and investment companies compliance and transactional volumes, partially offset by higher Venue volumes and price increases and higher Arc Suite volumes as a result of the Company’s Tailored Shareholder Reports (“TSR”) offering.

Previous wording

Net sales for the six months ended June 30, 2024 increased by $5.4 million, or 1.2%, to $446.1 million from $440.7 million for the six months ended June 30, 2023, including a $2.1 million, or 0.5%, decrease due to the disposition of the eBrevia business and a $0.1 million increase due to changes in foreign currency exchange rates. Net sales increased primarily due to higher Venue volumes, software price increases and higher capital markets and investment companies transactional volumes, partially offset by lower capital markets and investment companies compliance volumes.

Current wording

Net sales for the nine months ended September 30, 2024 increased by $4.9 million, or 0.8%, to $625.6 million from $620.7 million for the nine months ended September 30, 2023, including a $3.1 million, or 0.5%, decrease due to the disposition of the eBrevia business and a $0.2 million increase due to changes in foreign currency exchange rates. Net sales increased primarily due to higher Venue volumes, software price increases and higher capital markets and investment companies transactional volumes, partially offset by lower capital markets and investment companies compliance volumes.

Previous wording

The following table shows the results of operations for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table shows the results of operations for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Net sales of tech-enabled services of $102.2 million for the three months ended June 30, 2024 decreased $2.3 million, or 2.2%, as compared to the three months ended June 30, 2023. Net sales of tech-enabled services decreased primarily due to lower capital markets compliance volumes.

Current wording

Net sales of tech-enabled services of $75.2 million for the three months ended September 30, 2024 decreased $5.2 million, or 6.5%, as compared to the three months ended September 30, 2023. Net sales of tech-enabled services decreased primarily due to lower capital markets transactional and compliance volumes.

Previous wording

Net sales of software solutions of $85.6 million for the three months ended June 30, 2024 increased $9.9 million, or 13.1%, as compared to the three months ended June 30, 2023. Net sales of software solutions increased primarily due to higher Venue volumes and Venue price increases, partially offset by lower ArcRegulatory volumes and the disposition of the eBrevia business, which was sold in the fourth quarter of 2023.

Current wording

Net sales of software solutions of $82.2 million for the three months ended September 30, 2024 increased $9.0 million, or 12.3%, as compared to the three months ended September 30, 2023. Net sales of software solutions increased primarily due to higher Venue volumes and price increases and higher Arc Suite volumes as a result of the Company’s TSR offering, partially offset by the disposition of the eBrevia business.

Previous wording

Net sales of print and distribution of $54.9 million for the three months ended June 30, 2024 decreased $7.0 million, or 11.3%, as compared to the three months ended June 30, 2023. Net sales of print and distribution decreased primarily due to lower capital markets and investment companies compliance volumes.

Current wording

Net sales of print and distribution of $22.1 million for the three months ended September 30, 2024 decreased $4.3 million, or 16.3%, as compared to the three months ended September 30, 2023. Net sales of print and distribution decreased primarily due to lower investment companies and capital markets compliance volumes.

Previous wording

Tech-enabled services cost of sales of $64.5 million for the six months ended June 30, 2024 decreased $5.8 million, or 8.3%, as compared to the six months ended June 30, 2023. Tech-enabled services cost of sales decreased primarily due to a favorable sales mix and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 3.6%, primarily driven by a favorable sales mix and cost control initiatives.

Current wording

Tech-enabled services cost of sales of $29.2 million for the three months ended September 30, 2024 decreased $0.1 million, or 0.3%, as compared to the three months ended September 30, 2023. Tech-enabled services cost of sales decreased primarily due to lower sales volumes and cost control initiatives, partially offset by an unfavorable sales mix. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 2.4%, primarily driven by an unfavorable sales mix, partially offset by cost control initiatives.

Previous wording

Software solutions cost of sales of $25.4 million for the three months ended June 30, 2024 decreased $1.5 million, or 5.6%, as compared to the three months ended June 30, 2023. Software solutions cost of sales decreased primarily due to a favorable sales mix and cost control initiatives, partially offset by higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 5.8%, primarily driven by a favorable sales mix and cost control initiatives.

Current wording

Software solutions cost of sales of $27.6 million for the three months ended September 30, 2024 increased $1.7 million, or 6.6%, as compared to the three months ended September 30, 2023. Software solutions cost of sales increased primarily due to higher sales volumes, partially offset by a favorable sales mix. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.8%, primarily driven by a favorable sales mix.

Previous wording

Print and distribution cost of sales of $27.2 million for the three months ended June 30, 2024 decreased $7.1 million, or 20.7%, as compared to the three months ended June 30, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 5.9%, primarily driven by cost control initiatives.

Current wording

Print and distribution cost of sales of $11.9 million for the three months ended September 30, 2024 decreased $3.8 million, or 24.2%, as compared to the three months ended September 30, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 5.7%, primarily driven by cost control initiatives.

Previous wording

SG&A expenses of $148.9 million for the six months ended June 30, 2024 increased $2.2 million, or 1.5%, as compared to the six months ended June 30, 2023. SG&A expenses increased primarily due to higher bad debt expense, higher selling expense as a result of the increase in net sales and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives. As a percentage of net sales, SG&A expenses increased to 33.4% for the six months ended June 30, 2024 from 33.3% for the six months ended June 30, 2023, primarily due to higher bad debt expense, higher selling expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives.

Current wording

SG&A expenses of $74.0 million for the three months ended September 30, 2024 increased $8.6 million, or 13.1%, as compared to the three months ended September 30, 2023. SG&A expenses increased primarily due to higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense and higher bad debt expense, partially offset by lower consulting expense and cost control initiatives. As a percentage of net sales, SG&A expenses increased to 41.2% for the three months ended September 30, 2024 from 36.3% for the three months ended September 30, 2023, primarily due to higher selling expense, higher incentive compensation expense and higher bad debt expense, partially offset by lower consulting expense and cost control initiatives.

Previous wording

Interest expense, net of $3.7 million for the three months ended June 30, 2024 decreased $0.9 million, or 19.6%, as compared to the three months ended June 30, 2023. Interest expense, net decreased primarily due to lower average Revolving Facility (as defined below) borrowings during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Current wording

Interest expense, net of $3.1 million for the three months ended September 30, 2024 decreased $1.0 million, or 24.4%, as compared to the three months ended September 30, 2023. Interest expense, net decreased primarily due to lower average Revolving Facility (as defined below) borrowings during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous wording

The effective income tax rate was 24.6% for the six months ended June 30, 2024, as compared to 23.0% for the six months ended June 30, 2023. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments due to higher pre-tax earnings and a higher forecasted annual effective tax rate as a result of permanent adjustments.

Current wording

The effective income tax rate was 43.5% for the three months ended September 30, 2024 as compared to 29.8% for the three months ended September 30, 2023. The increase in the effective income tax rate was primarily driven by increases in both non-recognizable losses and net unfavorable discrete adjustments, combined with the impact of lower pre-tax earnings, partially offset by a decrease in the forecasted annual effective tax.

Previous wording

Net sales of tech-enabled services of $185.1 million for the six months ended June 30, 2024 increased $2.2 million, or 1.2%, as compared to the six months ended June 30, 2023. Net sales of tech-enabled services increased primarily due to higher capital markets and investment companies transactional volumes, partially offset by lower capital markets and investment companies compliance volumes.

Current wording

Net sales of tech-enabled services of $260.3 million for the nine months ended September 30, 2024 decreased $3.0 million, or 1.1%, as compared to the nine months ended September 30, 2023. Net sales of tech-enabled services decreased primarily due to lower capital markets and investment companies compliance volumes.

Previous wording

Net sales of software solutions of $165.9 million for the six months ended June 30, 2024 increased $20.1 million, or 13.8%, as compared to the six months ended June 30, 2023. Net sales of software solutions increased primarily due to higher Venue volumes and price increases, partially offset by the disposition of the eBrevia business, which was sold in the fourth quarter of 2023, and lower ArcRegulatory volumes.

Current wording

Net sales of software solutions of $248.1 million for the nine months ended September 30, 2024 increased $29.1 million, or 13.3%, as compared to the nine months ended September 30, 2023. Net sales of software solutions increased primarily due to higher Venue volumes and price increases and the Company’s TSR offering, partially offset by the disposition of the eBrevia business and lower ArcRegulatory volumes.

Previous wording

Net sales of print and distribution of $95.1 million for the six months ended June 30, 2024 decreased $16.9 million, or 15.1%, as compared to the six months ended June 30, 2023. Net sales of print and distribution decreased primarily due to lower capital markets and investment companies compliance volumes.

Current wording

Net sales of print and distribution of $117.2 million for the nine months ended September 30, 2024 decreased $21.2 million, or 15.3%, as compared to the nine months ended September 30, 2023. Net sales of print and distribution decreased primarily due to lower capital markets and investment companies compliance volumes.

Previous wording

Tech-enabled services cost of sales of $33.9 million for the three months ended June 30, 2024 decreased $3.1 million, or 8.4%, as compared to the three months ended June 30, 2023. Tech-enabled services cost of sales decreased primarily due to lower sales volumes, a favorable sales mix and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 2.2%, primarily driven by a favorable sales mix and cost control initiatives.

Current wording

Tech-enabled services cost of sales of $93.7 million for the nine months ended September 30, 2024 decreased $5.9 million, or 5.9%, as compared to the nine months ended September 30, 2023. Tech-enabled services cost of sales decreased primarily due to lower sales volumes, cost control initiatives and a favorable sales mix. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales decreased 1.8%, primarily driven by cost control initiatives and a favorable sales mix.

Previous wording

Software solutions cost of sales of $52.7 million for the six months ended June 30, 2024 decreased $2.6 million, or 4.7%, as compared to the six months ended June 30, 2023. Software solutions cost of sales decreased primarily due to a favorable sales mix and cost control initiatives, partially offset by higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 6.1%, primarily driven by a favorable sales mix and cost control initiatives.

Current wording

Software solutions cost of sales of $80.3 million for the nine months ended September 30, 2024 decreased $0.9 million, or 1.1%, as compared to the nine months ended September 30, 2023. Software solutions cost of sales decreased primarily due to a favorable sales mix and cost control initiatives, partially offset by higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 4.7%, primarily driven by a favorable sales mix and cost control initiatives.

Previous wording

Print and distribution cost of sales of $49.4 million for the six months ended June 30, 2024 decreased $13.5 million, or 21.5%, as compared to the six months ended June 30, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 4.3%, primarily driven by cost control initiatives.

Current wording

Print and distribution cost of sales of $61.3 million for the nine months ended September 30, 2024 decreased $17.3 million, or 22.0%, as compared to the nine months ended September 30, 2023. Print and distribution cost of sales decreased primarily due to lower sales volumes and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 4.5%, primarily driven by cost control initiatives.

Previous wording

SG&A expenses of $76.1 million for the three months ended June 30, 2024 decreased $0.1 million, or 0.1%, as compared to the three months ended June 30, 2023. SG&A expenses decreased primarily due to lower healthcare expense, lower consulting expense and cost control initiatives, partially offset by higher bad debt expense and higher selling expense as a result of the increase in software solutions net sales. As a percentage of net sales, SG&A expenses decreased to 31.4% for the three months ended June 30, 2024 from 31.5% for the three months ended June 30, 2023, primarily due to lower healthcare expense, lower consulting expense and cost control initiatives, partially offset by higher bad debt expense and higher selling expense.

Current wording

SG&A expenses of $222.9 million for the nine months ended September 30, 2024 increased $10.8 million, or 5.1%, as compared to the nine months ended September 30, 2023. SG&A expenses increased primarily due to higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense, higher bad debt expense, and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives. As a percentage of net sales, SG&A expenses increased to 35.6% for the nine months ended September 30, 2024 from 34.2% for the nine months ended September 30, 2023, primarily driven by higher selling expense, higher incentive compensation expense, higher bad debt expense and higher share-based compensation expense, partially offset by lower consulting expense and cost control initiatives.

Previous wording

Depreciation and amortization of $28.2 million for the six months ended June 30, 2024 increased $1.4 million, or 5.2%, as compared to the six months ended June 30, 2023, primarily due to additional software development, partially offset by a decrease in other intangible asset amortization expense.

Current wording

Depreciation and amortization of $45.4 million for the nine months ended September 30, 2024 increased $4.2 million, or 10.2%, as compared to the nine months ended September 30, 2023, primarily due to higher software amortization expense driven by $2.8 million of accelerated amortization expense related to discontinued software, partially offset by a decrease in other intangible asset amortization expense.

Previous wording

Restructuring, impairment and other charges, net of $3.1 million for the six months ended June 30, 2024 decreased $5.6 million, or 64.4%, as compared to the six months ended June 30, 2023. For the six months ended June 30, 2024, these charges included $2.9 million of employee termination costs for approximately 30 employees. For the six months ended June 30, 2023, these charges included $8.5 million of employee termination costs for approximately 150 employees.

Current wording

Restructuring, impairment and other charges, net of $4.5 million for the nine months ended September 30, 2024 decreased $3.9 million, or 46.4%, as compared to the nine months ended September 30, 2023. For the nine months ended September 30, 2024, these charges included $3.6 million of employee termination costs for approximately 40 employees. For the nine months ended September 30, 2023, these charges included $7.9 million of employee termination costs for approximately 150 employees.

Previous wording

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.

Current wording

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

Previous wording

Income from operations of $109.1 million for the six months ended June 30, 2024 increased $38.7 million, or 55.0%, as compared to the six months ended June 30, 2023. Income from operations increased primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives, a net gain on the sale of land and lower restructuring, impairment and other charges, net, partially offset by lower compliance net sales, higher bad debt expense, higher selling expense as a result of the increase in net sales, higher share-based compensation expense and higher depreciation and amortization expense.

Current wording

Income from operations of $127.3 million for the nine months ended September 30, 2024 increased $27.1 million, or 27.0%, as compared to the nine months ended September 30, 2023. Income from operations increased primarily due to higher software solutions net sales, a favorable sales mix, cost control initiatives, a net gain on the sale of land, lower consulting expense and lower restructuring impairment, and other charges, net, partially offset by lower compliance volumes, higher selling expense as a result of the increase in software solutions net sales, higher incentive compensation expense, higher depreciation and amortization expense and higher bad debt expense.

Previous wording

Interest expense, net of $7.3 million for the six months ended June 30, 2024 decreased $0.8 million, or 9.9%, as compared to the six months ended June 30, 2023. Interest expense, net decreased primarily due to lower average Revolving Facility (as defined below) borrowings during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, partially offset by a higher variable interest rate on the Company’s outstanding debt facilities.

Current wording

Interest expense, net of $10.4 million for the nine months ended September 30, 2024 decreased $1.8 million, or 14.8%, as compared to the nine months ended September 30, 2023. Interest expense, net decreased primarily due to lower average Revolving Facility (as defined below) borrowings during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, partially offset by a higher variable interest rate on the Company’s outstanding debt facilities.

Previous wording

Investment and other income, net of $0.8 million for the six months ended June 30, 2024 decreased $6.4 million, or 88.9%, as compared to the six months ended June 30, 2023. Investment and other income, net decreased primarily due to a net realized gain of $6.9 million from the sales of investments in equity securities during the six months ended June 30, 2023.

Current wording

Investment and other income, net of $1.1 million for the nine months ended September 30, 2024 decreased $6.2 million, or 84.9%, as compared to the nine months ended September 30, 2023. Investment and other income, net decreased primarily due to a net realized gain of $6.9 million from the sales of investments in equity securities during the nine months ended September 30, 2023.

Previous wording

The effective income tax rate was 27.9% for the three months ended June 30, 2024 as compared to 26.5% for the three months ended June 30, 2023. The increase in the effective income tax rate was primarily driven by a higher forecasted annual effective tax rate as a result of permanent adjustments and a decrease in the net favorable impact of discrete adjustments.

Current wording

The effective income tax rate was 27.0% for the nine months ended September 30, 2024, as compared to 24.9% for the nine months ended September 30, 2023. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments and an increase in non-recognizable losses, partially offset by a decrease in the forecasted annual effective tax rate.

Previous wording

The following tables summarize net sales, income from operations, operating margin and certain items impacting comparability within each of the operating segments for the three and six months ended June 30, 2024 and 2023:

Current wording

The following tables summarize net sales, income from operations, operating margin and certain items impacting comparability within each of the operating segments for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Income from operations of $10.6 million for the six months ended June 30, 2024 decreased $1.1 million, or 9.4%, as compared to the six months ended June 30, 2023, primarily due to higher depreciation and amortization expense, partially offset by price increases.

Current wording

Net sales of $63.5 million for the three months ended September 30, 2024 decreased $6.6 million, or 9.4%, as compared to the three months ended September 30, 2023, primarily due to lower transactional and compliance volumes.

Previous wording

Operating margin decreased from 38.2% for three months ended June 30, 2023 to 37.8% for the three months ended June 30, 2024, respectively, primarily due to higher restructuring, impairment and other charges, net, which had a negative impact on operating margin of 4.2%, partially offset by cost control initiatives, price increases and a favorable sales mix.

Current wording

Operating margin decreased from 35.5% for three months ended September 30, 2023 to 23.3% for the three months ended September 30, 2024, respectively, primarily due to higher selling expense and higher depreciation and amortization expense, partially offset by cost control initiatives and a lower allocation of overhead costs.

Previous wording

Income from operations of $81.6 million for the six months ended June 30, 2024 increased $18.0 million, or 28.3%, as compared to the six months ended June 30, 2023, primarily due to a net gain on the sale of land, cost control initiatives, a favorable sales mix, price increases and lower restructuring, impairment and other charges, net, partially offset by lower sales volumes and higher bad debt expense.

Current wording

Income from operations of $96.4 million for the nine months ended September 30, 2024 increased $7.9 million, or 8.9%, as compared to the nine months ended September 30, 2023, primarily due to a net gain on the sale of land, cost control initiatives, price increases, a lower allocation of overhead costs and lower restructuring, impairment and other charges, net, partially offset by lower sales volumes, higher depreciation and amortization expense as a result of $2.8 million of accelerated amortization expense related to discontinued software, higher incentive compensation expense and higher bad debt expense.

Previous wording

The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes unallocated operating expenses and certain items impacting comparability within the activities presented as Corporate for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Corporate operating expenses of $16.7 million for the three months ended June 30, 2024 decreased $1.9 million, or 10.2%, as compared to the three months ended June 30, 2023, primarily due to lower consulting expense and lower healthcare expense, partially offset by higher share-based compensation expense.

Current wording

Corporate operating expenses of $16.1 million for the three months ended September 30, 2024 decreased $1.7 million, or 9.6%, as compared to the three months ended September 30, 2023, primarily due to lower consulting expense, partially offset by higher incentive compensation expense.

Previous wording

Corporate operating expenses of $31.1 million for the six months ended June 30, 2024 decreased $1.8 million, or 5.5%, as compared to the six months ended June 30, 2023, primarily due to lower consulting expense, partially offset by higher share-based compensation expense.

Current wording

Corporate operating expenses of $47.2 million for the nine months ended September 30, 2024 decreased $3.5 million, or 6.9%, as compared to the nine months ended September 30, 2023, primarily due to lower consulting expense, partially offset by higher share-based compensation expense and higher incentive compensation expense.

Previous wording

The following table reconciles net earnings to Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table reconciles net earnings to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Restructuring, impairment and other charges, net—The three and six months ended June 30, 2024 included employee termination costs of $1.2 million and $2.9 million, respectively. The three months ended June 30, 2023 included a net credit for employee termination costs of $2.3 million. The six months ended June 30, 2023 included employee termination costs of $8.5 million. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

Restructuring, impairment and other charges, net—The three and nine months ended September 30, 2024 included employee termination costs of $0.7 million and $3.6 million, respectively. The three months ended September 30, 2023 included a net credit for employee termination costs of $0.6 million. The nine months ended September 30, 2023 included employee termination costs of $7.9 million. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Previous wording

Share-based compensation expense—Included charges of $7.4 million and $12.5 million for the three and six months ended June 30, 2024, respectively, and $6.7 million and $11.0 million for the three and six months ended June 30, 2023, respectively.

Current wording

Share-based compensation expense—Included charges of $6.7 million and $19.2 million for the three and nine months ended September 30, 2024, respectively, and $6.1 million and $17.1 million for the three and nine months ended September 30, 2023, respectively.

Previous wording

Non-income tax, net—Included income of $0.3 million and $0.7 million for the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2023, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.

Current wording

Non-income tax, net—Included income of $0.3 million and $1.0 million for the three and nine months ended September 30, 2024, respectively, and $0.4 million and $0.8 million for the three and nine months ended September 30, 2023, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.

Previous wording

Gain on sale of long-lived assets—Included a net gain of $9.8 million for the six months ended June 30, 2024 related to the sale of land and a gain of $0.1 million and $0.4 million for the three and six months ended June 30, 2023, respectively, related to non-refundable fees on 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.

Current wording

Gain on sale of long-lived assets—Included a net gain of $9.8 million for the nine months ended September 30, 2024 related to the sale of land and a gain of $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively, related to non-refundable fees on 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.

Previous wording

Gain on investments in equity securities—The three and six months ended June 30, 2024 included a gain of $0.3 million and $0.4 million, respectively. The three and six months ended June 30, 2023 included a net realized gain of $0.2 million and $6.9 million, respectively, related to the sales of investments in equity securities. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

Gain on investments in equity securities—The nine months ended September 30, 2024 included a gain of $0.4 million. The nine months ended September 30, 2023 included a net realized gain of $6.9 million related to the sales of investments in equity securities. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements for additional information.

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Current report — wording carried from elsewhere

Cash Flows Used in Financing Activities
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Cash Flows Provided by Financing Activities