Donnelley Financial Solutions Inc
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
View on SEC.govAbout 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.
Mar 31, 2025 · Filed Apr 30, 2025
DFIN$66.98-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0000950170-25-061031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 138 previous paragraphs and 115 current paragraphs.
43 unchanged; 44 reworded; 27 added; 49 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 11 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 (27)
Current report
First Quarter Overview
Current report
Income from operations for the three months ended March 31, 2025 increased by $1.2 million, or 2.7%, to $45.8 million from $44.6 million for the three months ended March 31, 2024, primarily due to lower cost of sales of $7.1 million, lower SG&A expenses of $7.0 million and an increase in software solutions net sales of $4.3 million, partially offset by a net gain of $9.8 million on the sale of land during the three months ended March 31, 2024 and lower tech-enabled services net sales of $6.4 million.
Current 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 13, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Presentation of segment profitability for the three months ended March 31, 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 13, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.
Current report
nm – Not meaningful
Current report
Net sales of software solutions of $84.6 million for the three months ended March 31, 2025 increased $4.3 million, or 5.4%, as compared to the three months ended March 31, 2024. Net sales of software solutions increased due to $3.0 million of higher net sales from the Company’s TSR offering, $2.4 million of increases in non-TSR related Arc Suite net sales and $2.1 million of higher ActiveDisclosure net sales, partially offset by lower Venue net sales of $3.2 million.
Current report
Depreciation and amortization of $14.1 million for the three months ended March 31, 2025 increased $0.2 million, or 1.4%, as compared to the three months ended March 31, 2024.
Current report
Income from operations of $45.8 million for the three months ended March 31, 2025 increased $1.2 million, or 2.7%, as compared to the three months ended March 31, 2024 primarily due to lower cost of sales of $7.1 million, lower SG&A expenses of $7.0 million and an increase in software solutions net sales of $4.3 million, partially offset by a net gain of $9.8 million on the sale of land during the three months ended March 31, 2024 and lower tech-enabled services net sales of $6.4 million.
Current report
Net sales of $51.9 million for the three months ended March 31, 2025 decreased $1.1 million, or 2.1%, as compared to the three months ended March 31, 2024, due to lower Venue net sales of $3.2 million driven by lower volumes, partially offset by higher ActiveDisclosure net sales of $2.1 million primarily driven by higher volumes.
Current report
Segment Adjusted EBITDA of $13.9 million for the three months ended March 31, 2025 decreased $1.9 million, or 12.0%, as compared to the three months ended March 31, 2024, primarily due to an increase in SG&A expenses of $1.2 million, largely driven by higher selling expense.
Current report
Segment Adjusted EBITDA margin decreased by approximately 300 basis points (“bps“) from 29.8% for the three months ended March 31, 2024 to 26.8% for the three months ended March 31, 2025, primarily due to an approximately 320 bps increase in SG&A expenses as a percentage of net sales.
Current report
Segment Adjusted EBITDA of $36.7 million for the three months ended March 31, 2025 increased $5.3 million, or 16.9%, as compared to the three months ended March 31, 2024, as lower SG&A expenses of $8.4 million and lower cost of sales of $4.0 million more than offset the $7.2 million decline in net sales. The decrease in SG&A expenses was primarily attributable to lower selling and marketing expenses of $4.2 million and lower bad debt expense of $2.4 million, whereas lower cost of sales of $4.0 million was primarily due to lower sales volumes.
Current report
Segment Adjusted EBITDA margin increased by approximately 920 bps from 34.5% for the three months ended March 31, 2024 to 43.7% for the three months ended March 31, 2025, primarily due to an approximately 770 bps decrease in SG&A expenses as a percentage of net sales.
Current report
Segment Adjusted EBITDA of $12.8 million for the three months ended March 31, 2025 increased $4.8 million, or 60.0%, as compared to the three months ended March 31, 2024, primarily due to higher net sales of $5.4 million.
Current report
Segment Adjusted EBITDA margin increased by approximately 980 bps from 29.3% for the three months ended March 31, 2024 to 39.1% for the three months ended March 31, 2025, primarily due to price increases.
Current report
Net sales of $32.6 million for the three months ended March 31, 2025 increased $0.6 million, or 1.9%, as compared to the three months ended March 31, 2024 primarily due to higher transactional volumes.
Current report
Segment Adjusted EBITDA of $12.2 million for the three months ended March 31, 2025 increased $4.0 million, or 48.8%, as compared to the three months ended March 31, 2024, primarily due to certain higher margin print and distribution compliance net sales.
Current report
Segment Adjusted EBITDA margin increased by approximately 1,180 bps from 25.6% for the three months ended March 31, 2024 to 37.4% for the three months ended March 31, 2025, primarily due to an approximately 940 bps decrease in cost of sales as a percentage of net sales.
Current report
Corporate unallocated expenses of $7.4 million for the three months ended March 31, 2025 decreased $0.8 million, or 9.8%, as compared to the three months ended March 31, 2024, primarily due to lower healthcare expense.
Current report
Share-based compensation expense—Included charges of $6.0 million and $5.1 million for the three months ended March 31, 2025 and 2024, respectively. Refer to Note 10, Share-based Compensation, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Current report
Net cash used in operating activities was $37.7 million for the three months ended March 31, 2025 as compared to $27.9 million for the three months ended March 31, 2024. The unfavorable change in cash used in operating activities of $9.8 million was primarily due to the following factors:
Current report
Accrued liabilities and other decreased operating cash flows by $14.9 million more during the three months ended March 31, 2025 (a $46.8 million decrease for the three months ended March 31, 2025, as compared to a $31.9 million decrease for the three months ended March 31, 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.
Current report
Receivables, net decreased operating cash flow by $14.6 million more during the three months ended March 31, 2025 (a $61.8 million decrease for the three months ended March 31, 2025, as compared to a $47.2 million decrease for the three months ended March 31, 2024), due to timing of collections.
Current report
Prepaid expenses and other current assets increased operating cash flows by $8.0 million more during the three months ended March 31, 2025 (a $1.6 million increase for the three months ended March 31, 2025, as compared to a $6.4 million decrease for the three months ended March 31, 2024), primarily due to the timing of January 2025 payroll payments of $7.5 million.
Current report
The Company’s debt maturity schedule as of March 31, 2025 is shown in the table below:
Current report
(a)
Current report
Excludes unamortized debt issuance costs of $0.5 million, which do not represent contractual commitments with a fixed amount or maturity date.
Current report
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.
Removed paragraphs (49)
Previous report
Third Quarter Overview
Previous 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.
Previous report
Year-to-Date Overview
Previous report
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 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.
Previous 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
Previous report
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 report
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 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.
Previous 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.
Previous 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.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
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 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.
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Showing the first 40 of 49 passages. Open the source sections for the rest.
Reworded paragraphs (44)
Previous wording
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 precise 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.
Current wording
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.
Previous wording
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, including mutual fund, insurance-investment and alternative investment companies, the Company provides solutions for creating, compiling and filing regulatory communications as well as solutions for investors designed to improve the access to and accuracy of their investment information.
Current wording
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.
Previous wording
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, 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 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 filing process with products like Venue.
Current wording
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.
Previous wording
Capital Markets – Software Solutions—The CM-SS segment provides Venue and ActiveDisclosure to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents.
Current wording
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.
Previous wording
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's private conference facilities offer around-the-clock services to support the transaction process, production platform and service delivery model for a fully-virtual experience while replicating the in-person experience. 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.
Current wording
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.
Previous wording
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 ArcDigital, ArcReporting, ArcPro and ArcRegulatory as well as 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.
Current wording
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.
Previous wording
Investment Companies – Compliance & Communications Management—The IC-CCM segment provides clients with tech-enabled 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.
Current wording
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.
Previous 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.
Current wording
Net sales for the three months ended March 31, 2025 decreased by $2.3 million, or 1.1%, to $201.1 million from $203.4 million for the three months ended March 31, 2024, including a $0.7 million, or 0.3%, decrease due to changes in foreign currency exchange rates. Net sales decreased primarily due to a $6.4 million decrease in tech-enabled services net sales, as a result of lower capital markets compliance volumes, partially offset by higher software solutions net sales of $4.3 million, driven primarily by a $3.0 million increase in net sales from the Company’s Tailored Shareholder Reporting (“TSR”) offering.
Previous wording
In the financial review that follows, the Company discusses its unaudited condensed consolidated results of operations, financial position, cash flows and certain other information. This discussion should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and the related notes thereto.
Current wording
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.
Previous wording
The following table shows the results of operations for the three and nine months ended September 30, 2024 and 2023:
Current wording
The following table shows the results of operations for the three months ended March 31, 2025 and 2024:
Previous 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.
Current wording
Net sales of tech-enabled services of $76.5 million for the three months ended March 31, 2025 decreased $6.4 million, or 7.7%, as compared to the three months ended March 31, 2024. Net sales of tech-enabled services decreased primarily due to $6.2 million of lower capital markets net sales, largely driven by a decline in compliance volumes.
Previous 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.
Current wording
Net sales of print and distribution of $40.0 million for the three months ended March 31, 2025 decreased $0.2 million, or 0.5%, as compared to the three months ended March 31, 2024. Net sales of print and distribution decreased primarily due to lower capital markets net sales of $1.0 million, as a result of a decline in compliance volumes, partially offset by higher investment companies net sales of $0.8 million, as a result of higher investment companies transactional volumes.
Previous 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.
Current wording
Software solutions cost of sales of $27.6 million for the three months ended March 31, 2025 increased $0.3 million, or 1.1%, as compared to the three months ended March 31, 2024 primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.4%, primarily driven by Arc Suite price increases.
Previous 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.
Current wording
Tech-enabled services cost of sales of $27.3 million for the three months ended March 31, 2025 decreased $3.3 million, or 10.8%, as compared to the three months ended March 31, 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 decreased 1.2%, primarily driven by a higher proportion of transactional net sales, which generally have higher margins, as compared to compliance net sales.
Previous 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.
Current wording
Print and distribution cost of sales of $18.1 million for the three months ended March 31, 2025 decreased $4.1 million, or 18.5%, as compared to the three months ended March 31, 2024. Print and distribution cost of sales decreased primarily due to a favorable change in the mix of certain investment companies print and distribution compliance net sales. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 9.9%.
Previous 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.
Current wording
SG&A expenses of $65.8 million for the three months ended March 31, 2025 decreased $7.0 million, or 9.6%, as compared to the three months ended March 31, 2024. SG&A expenses decreased primarily due to lower bad debt expense of $2.7 million, lower selling and marketing expenses of $2.0 million and cost control initiatives. As a percentage of net sales, SG&A expenses decreased to 32.7% for the three months ended March 31, 2025 from 35.8% for the three months ended March 31, 2024.
Previous 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.
Current wording
Restructuring, impairment and other charges, net of $2.9 million for the three months ended March 31, 2025 increased $1.1 million, or 61.1%, as compared to the three months ended March 31, 2024. For the three months ended March 31, 2025, these charges included $2.8 million of employee termination costs for approximately 40 employees. For the three months ended March 31, 2024, these charges included $1.7 million of employee termination costs for approximately 10 employees.
Previous 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.
Current wording
Other operating income, net of $9.8 million for the three months ended March 31, 2024 included a net gain of $9.8 million on the sale of land.
Previous 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.
Current wording
Interest expense, net of $3.1 million for the three months ended March 31, 2025 decreased $0.5 million, or 13.9%, as compared to the three months ended March 31, 2024. Interest expense, net decreased due to lower average borrowings of $34.4 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 and 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.
Previous 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.
Current wording
The effective income tax rate was 26.5% for the three months ended March 31, 2025, as compared to 19.6% for the three months ended March 31, 2024. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments.
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 nine months ended September 30, 2024 and 2023:
Current wording
The following tables summarize net sales, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin within each of the operating segments for the three months ended March 31, 2025 and 2024:
Previous wording
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 wording
Net sales of $83.9 million for the three months ended March 31, 2025 decreased $7.2 million, or 7.9%, as compared to the three months ended March 31, 2024 primarily due to lower tech-enabled services net sales of $6.2 million, largely driven by a decline in compliance volumes.
Previous wording
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 wording
Net sales of $32.7 million for the three months ended March 31, 2025 increased $5.4 million, or 19.8%, as compared to the three months ended March 31, 2024. Net sales increased primarily due to $3.0 million of higher net sales from the Company’s TSR offering within ArcReporting and ArcDigital, as well as an increase in non-TSR-related ArcReporting net sales of $2.2 million, largely driven by price increases.
Previous 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:
Current wording
The following table summarizes unallocated expenses within Corporate:
Previous wording
The Company believes that certain non-GAAP measures, such as non-GAAP 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.
Current wording
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.
Previous wording
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 of the Company’s 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.
Current wording
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.
Previous wording
The following table reconciles net earnings to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023:
Current wording
The following table reconciles net earnings to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:
Previous 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.
Current wording
Restructuring, impairment and other charges, net—Included employee termination costs of $2.8 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Previous 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.
Current wording
Gain on sales of long-lived assets—The three months ended March 31, 2025 included a gain of $0.5 million on the sale of long-lived assets. The three months ended March 31, 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.
Previous 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.
Current wording
Non-income tax, net—Included income of $0.1 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.
Previous wording
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 repatriated excess cash at its foreign subsidiaries to the U.S. during the nine months ended September 30, 2024. The Company did not repatriate excess cash at its foreign subsidiaries to the U.S. during the year ended December 31, 2023. The Company is evaluating whether to make any cash repatriations in the future.
Current wording
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 three months ended March 31, 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.
Previous wording
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 nine months ended September 30, 2024 and the Company does not expect enacted legislation to have a material impact in future periods.
Current wording
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 months ended March 31, 2025 and the Company does not expect enacted legislation to have a material impact in future periods.
Previous wording
Cash and cash equivalents were $33.6 million at September 30, 2024, which included $3.1 million in the U.S. and $30.5 million at international locations.
Current wording
Cash and cash equivalents were $16.2 million at March 31, 2025, which included $2.5 million in the U.S. and $13.7 million at international locations.
Previous wording
The following table describes the Company’s cash flows for the nine months ended September 30, 2024 and 2023:
Current wording
The following table describes the Company’s cash flows for the three months ended March 31, 2025 and 2024:
Previous wording
Cash Flows Used in Financing Activities
Current wording
Cash Flows Used in Operating Activities
Previous wording
Cash Flows Used in Investing Activities
Current wording
Cash Flows (Used in) Provided by Investing Activities
Previous wording
Net cash used in investing activities was $38.2 million for the nine months ended September 30, 2024, which primarily consisted of $50.8 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. The Company currently expects capital expenditures to be approximately $65 million to $70 million for the year ending December 31, 2024.
Current wording
Net cash used in investing activities was $13.3 million for the three months ended March 31, 2025, which consisted of $13.3 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $65 million to $70 million for the year ending December 31, 2025.
Previous wording
Net cash used in investing activities was $33.1 million for the nine months ended September 30, 2023, which consisted of $43.0 million of capital expenditures, substantially all related to investments in software development, partially offset by $9.9 million of proceeds from the sales of investments in equity securities.
Current wording
Net cash provided by investing activities was $0.2 million for the three months ended March 31, 2024, which primarily consisted of $12.4 million of proceeds from the sale of land, partially offset by $12.3 million of capital expenditures, substantially all related to investments in software development.
Previous wording
Cash Flows Provided by Operating Activities
Current wording
Cash Flows Provided by Financing Activities
Previous wording
Net cash used in financing activities was $38.7 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the Company made payments of $221.5 million on the Revolving Facility borrowings, partially offset by $218.0 million of proceeds from the Revolving Facility borrowings. The Company’s common stock repurchases for the nine months ended September 30, 2023 totaled $35.4 million, which included $18.0 million of repurchases under the stock repurchase program and $17.4 million associated with vesting of the Company’s employees’ equity awards.
Current wording
Net cash provided by financing activities was $9.5 million for the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company received $143.5 million of proceeds from the Revolving Facility borrowings, partially offset by $68.5 million of payments on the Revolving Facility borrowings. During the three months ended March 31, 2025, the Company made $125.0 million of payments on long-term debt to retire the full amount of the Company’s then-outstanding Delayed Draw Term Loan A Facility, partially offset by proceeds of $115.0 million from the Term Loan A Facility. The Company’s common stock repurchases for the three months ended March 31, 2025 totaled $53.0 million, which included $40.8 million of repurchases under the stock repurchase program and $12.2 million associated with vesting of the Company’s equity awards.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Results of Operations for the Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Credit Agreement—On May 27, 2021, 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, among other things, provide for a $200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”) (bearing interest at a rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00% to 2.50% based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $300.0 million revolving credit facility (the “Revolving Facility”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement.