Donnelley Financial Solutions, Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 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.
Jun 30, 2025 · Filed Jul 31, 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 2025-03-31; filed 2025-04-30.
0000950170-25-061031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000950170-25-100884
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 115 previous paragraphs and 146 current paragraphs.
60 unchanged; 42 reworded; 42 added; 12 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 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 (42)
Current report
Second Quarter Overview
Current report
Net sales for the three months ended June 30, 2025 decreased by $24.6 million, or 10.1%, to $218.1 million from $242.7 million for the three months ended June 30, 2024, including a $0.4 million, or 0.2%, increase due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $17.0 million, primarily as a result of lower capital markets transactional and compliance volumes and lower print and distribution net sales of $14.2 million, primarily as a result of lower investment companies and capital markets compliance volumes. The decline was partially offset by higher software solutions net sales of $6.6 million, primarily driven by a $4.8 million increase in Arc Suite net sales and a $2.2 million increase in ActiveDisclosure net sales.
Current report
Income from operations for the three months ended June 30, 2025 decreased by $11.7 million, or 18.1%, to $52.8 million from $64.5 million the three months ended June 30, 2024, primarily due to lower net sales of $24.6 million, as described above, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes, and lower SG&A expenses of $6.1 million, largely driven by lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense.
Current report
Year-to-Date Overview
Current report
Income from operations for the six months ended June 30, 2025 decreased by $10.5 million, or 9.6%, to $98.6 million from $109.1 million for the six months ended June 30, 2024, primarily due to lower net sales of $26.9 million, as described above, and a net gain of $9.8 million on the sale of land during the six months ended June 30, 2024, partially offset by lower cost of sales of $14.4 million, largely driven by lower sales volumes, and lower SG&A expenses of $13.1 million, largely driven by lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense.
Current report
Results of Operations for the Three and Six Months Ended June 30, 2025 as Compared to the Three and Six Months Ended June 30, 2024
Current report
Net sales of software solutions of $92.2 million for the three months ended June 30, 2025 increased $6.6 million, or 7.7%, as compared to the three months ended June 30, 2024. Net sales of software solutions increased primarily due to $2.8 million of higher net sales from the Company’s Tailored Shareholder Reporting (“TSR”) offering, $2.2 million of higher ActiveDisclosure net sales and $2.0 million of increases in non-TSR-related Arc Suite net sales.
Current report
Depreciation and amortization of $15.1 million for the three months ended June 30, 2025 increased $0.8 million, or 5.6%, as compared to the three months ended June 30, 2024, primarily due to higher software amortization expense of $1.0 million, driven by additional software development.
Current report
Income from operations of $52.8 million for the three months ended June 30, 2025 decreased $11.7 million, or 18.1%, as compared to the three months ended June 30, 2024. Income from operations decreased primarily due to lower net sales of $24.6 million, as described above, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes, and lower SG&A expenses of $6.1 million, largely driven by lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense.
Current report
Net sales of tech-enabled services of $161.7 million for the six months ended June 30, 2025 decreased $23.4 million, or 12.6%, as compared to the six months ended June 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $21.9 million, driven by a decline in both compliance and transactional volumes.
Current report
Net sales of print and distribution of $80.7 million for the six months ended June 30, 2025 decreased $14.4 million, or 15.1%, as compared to the six months ended June 30, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $8.8 million, primarily driven by a decline in compliance volumes and lower capital markets net sales of $5.6 million, driven by a decline in compliance volumes.
Current report
Software solutions cost of sales of $54.0 million for the six months ended June 30, 2025 increased $1.3 million, or 2.5%, as compared to the six months ended June 30, 2024 primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.3%.
Current report
Tech-enabled services cost of sales of $58.9 million for the six months ended June 30, 2025 decreased $5.6 million, or 8.7%, as compared to the six months ended June 30, 2024. Tech-enabled services cost of sales decreased due to lower sales volumes, lower allocation of overhead costs and cost control initiatives. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 1.6%, largely driven by a higher proportion of investment companies compliance net sales, which generally have lower margins, as compared to transactional net sales.
Current report
Print and distribution cost of sales of $39.3 million for the six months ended June 30, 2025 decreased $10.1 million, or 20.4%, as compared to the six months ended June 30, 2024. Print and distribution cost of sales decreased due to lower sales volumes, lower allocation of overhead costs and cost control initiatives. As a percentage of print and distribution net sales, print and distribution cost of sales decreased 3.2%, largely driven by lower allocation of overhead costs and cost control initiatives.
Current report
SG&A expenses of $135.8 million for the six months ended June 30, 2025 decreased $13.1 million, or 8.8%, as compared to the six months ended June 30, 2024. SG&A expenses decreased primarily due to lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense. As a percentage of net sales, SG&A expenses decreased to 32.4% for the six months ended June 30, 2025 from 33.4% for the six months ended June 30, 2024.
Current report
Depreciation and amortization of $29.2 million for the six months ended June 30, 2025 increased $1.0 million, or 3.5%, as compared to the six months ended June 30, 2024, primarily due to higher software amortization expense of $1.8 million, driven by additional software development.
Current report
Restructuring, impairment and other charges, net of $3.9 million for the six months ended June 30, 2025 increased $0.8 million, or 25.8%, as compared to the six months ended June 30, 2024. For the six months ended June 30, 2025, these charges included $3.7 million of employee termination costs for approximately 50 employees. For the six months ended June 30, 2024, these charges included $2.9 million of employee termination costs for approximately 30 employees.
Current report
Income from operations of $98.6 million for the six months ended June 30, 2025 decreased $10.5 million, or 9.6%, as compared to the six months ended June 30, 2024 primarily due to lower net sales of $26.9 million, as described above, and a net gain of $9.8 million on the sale of land during the six months ended June 30, 2024, partially offset by lower cost of sales of $14.4 million, largely driven by lower sales volumes, and lower SG&A expenses of $13.1 million, largely driven by lower bad debt expense of $5.3 million, cost control initiatives and lower selling and marketing expense.
Current report
Net sales of $59.1 million for the three months ended June 30, 2025 increased $1.8 million, or 3.1%, as compared to the three months ended June 30, 2024, due to higher ActiveDisclosure net sales of $2.2 million, partially offset by lower Venue net sales.
Current report
Segment Adjusted EBITDA of $22.4 million for the three months ended June 30, 2025 increased $1.2 million, or 5.7%, as compared to the three months ended June 30, 2024, primarily due to higher net sales of $1.8 million, partially offset by higher SG&A expense of $0.8 million, largely driven by higher bad debt expense.
Current report
Segment Adjusted EBITDA margin increased by approximately 90 basis points (“bps”) from 37.0% for the three months ended June 30, 2024 to 37.9% for the three months ended June 30, 2025, due to a decrease in cost of sales as a percentage of net sales.
Current report
Net sales of $111.0 million for the six months ended June 30, 2025 increased $0.7 million, or 0.6%, as compared to the six months ended June 30, 2024, due to higher ActiveDisclosure net sales of $4.3 million, partially offset by lower Venue net sales of $3.6 million.
Current report
Segment Adjusted EBITDA margin decreased by approximately 80 bps from 33.5% for the six months ended June 30, 2024 to 32.7% for the six months ended June 30, 2025, primarily due to an approximately 160 bps increase in SG&A expenses as a percentage of net sales, largely driven by higher selling expense and higher bad debt expense.
Current report
Net sales of $93.5 million for the three months ended June 30, 2025 decreased $20.3 million, or 17.8%, as compared to the three months ended June 30, 2024, primarily due to lower tech-enabled services net sales of $15.7 million, driven by a decline in both transactional and compliance volumes.
Current report
Segment Adjusted EBITDA margin decreased by approximately 80 bps from 40.2% for the three months ended June 30, 2024 to 39.4% for the three months ended June 30, 2025, due to an approximately 350 bps increase in cost of sales as a percentage of net sales, largely driven by lower sales volumes and a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales, partially offset by an approximately 260 bps decrease in SG&A expense as a percentage of net sales, largely driven by lower bad debt expense.
Current report
Net sales of $177.4 million for the six months ended June 30, 2025 decreased $27.5 million, or 13.4%, as compared to the six months ended June 30, 2024, primarily due to lower tech-enabled services net sales of $21.9 million, driven by a decline in both compliance and transactional volumes.
Current report
Segment Adjusted EBITDA of $73.5 million for the six months ended June 30, 2025 decreased $3.7 million, or 4.8%, as compared to the six months ended June 30, 2024, primarily due to the $27.5 million decline in net sales, partially offset by lower SG&A expenses of $15.7 million and lower cost of sales of $8.1 million. The decrease in SG&A expenses was primarily attributable to lower bad debt expense of $6.5 million and lower selling expense, whereas lower cost of sales of $8.1 million was primarily due to lower sales volumes and a lower allocation of overhead costs.
Current report
Segment Adjusted EBITDA of $14.2 million for the three months ended June 30, 2025 increased $3.1 million, or 27.9%, as compared to the three months ended June 30, 2024, primarily due to higher net sales of $4.8 million, partially offset by higher cost of sales of $1.2 million.
Current report
Net sales of $65.8 million for the six months ended June 30, 2025 increased $10.2 million, or 18.3%, as compared to the six months ended June 30, 2024. Net sales increased primarily due to $5.8 million of higher net sales from the Company’s TSR offering, largely within ArcReporting and ArcDigital, as well as an increase in non-TSR-related ArcReporting net sales of $3.8 million.
Current report
Segment Adjusted EBITDA of $27.0 million for the six months ended June 30, 2025 increased $7.9 million, or 41.4%, as compared to the six months ended June 30, 2024, primarily due to higher net sales of $10.2 million, partially offset by higher cost of sales of $2.0 million, largely driven by higher product development costs.
Current report
Segment Adjusted EBITDA margin increased by approximately 660 bps from 34.4% for the six months ended June 30, 2024 to 41.0% for the six months ended June 30, 2025, primarily due to price increases.
Current report
Net sales of $32.4 million for the three months ended June 30, 2025 decreased $10.9 million, or 25.2%, as compared to the three months ended June 30, 2024, primarily due to lower print and distribution net sales of $9.6 million, largely driven by a decline in compliance volumes.
Current report
Segment Adjusted EBITDA of $12.6 million for the three months ended June 30, 2025 decreased $5.7 million, or 31.1%, as compared to the three months ended June 30, 2024, primarily due to lower net sales of $10.9 million, partially offset by lower cost of sales of $4.6 million, largely driven by lower sales volumes.
Current report
Segment Adjusted EBITDA margin decreased by approximately 340 bps from 42.3% for the three months ended June 30, 2024 to 38.9% for the three months ended June 30, 2025, due to an approximately 170 bps increase in cost of sales as a percentage of net sales and an approximately 170 bps increase in SG&A expense as a percentage of net sales, both largely driven by lower sales volumes.
Current report
Net sales of $65.0 million for the six months ended June 30, 2025 decreased $10.3 million, or 13.7%, as compared to the six months ended June 30, 2024, primarily due to lower print and distribution net sales of $8.8 million, largely driven by a decline in compliance volumes.
Current report
Segment Adjusted EBITDA of $24.8 million for the six months ended June 30, 2025 decreased $1.7 million, or 6.4%, as compared to the six months ended June 30, 2024, primarily due to lower net sales of $10.3 million, partially offset by lower cost of sales of $7.3 million, largely driven by lower sales volumes.
Current report
Corporate unallocated expenses of $17.1 million for the six months ended June 30, 2025 decreased $0.3 million, or 1.7%, as compared to the six months ended June 30, 2024, primarily due to lower incentive compensation expense, partially offset by higher consulting expense.
Current report
Share-based compensation expense—Included charges of $7.5 million and $13.5 million for the three and six months ended June 30, 2025, respectively, and $7.4 million and $12.5 million for the three and six months ended June 30, 2024, respectively.
Current report
Gain on investments in equity securities—Included a gain of $0.1 million for the three and six months ended June 30, 2025, and $0.3 million and $0.4 million for the three and six months ended June 30, 2024, respectively.
Current report
On July 4, 2025, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14, commonly referred to as the “One Big Beautiful Bill Act” (the “Act”) was signed into law. The Act changes the timing of certain tax deductions, including depreciation expense, research and development expenditures and interest expense. Aspects of the Act will become effective for the Company in the third quarter of 2025, with certain additional impacts coming into effect in 2026 and beyond. The Company will continue evaluating the impact of the Act and expects that it will impact the timing of the Company’s future tax payments, but does not expect the enacted legislation to have a material impact on its income tax expense in future periods.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (12)
Previous report
First Quarter Overview
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (42)
Previous 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.
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 and its customers. The Company actively monitors proposals, through comment periods, adoption, implementation and legal challenges, as applicable. Regulatory changes have enabled the Company to offer new value-added functionality and services and accelerate its transition from print and distribution to software solutions.
Previous 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.
Current wording
Net sales for the six months ended June 30, 2025 decreased by $26.9 million, or 6.0%, to $419.2 million from $446.1 million for the six months ended June 30, 2024, including a $0.3 million, or 0.1%, decrease due to changes in foreign currency exchange rates. Net sales decreased due to lower tech-enabled services net sales of $23.4 million, primarily as a result of lower capital markets compliance and transactional volumes and lower print and distribution net sales of $14.4 million, primarily as a result of lower investment companies and capital markets compliance volumes. The decline was partially offset by higher software solutions net sales of $10.9 million, primarily driven by a $10.2 million increase in Arc Suite net sales.
Previous wording
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 wording
The chief operating decision maker regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is defined as earnings before interest expense, net, income tax expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as further described in Note 12, Segment Information, which management believes are not indicative of ongoing operations and segment performance. Presentation of segment profitability for the three and six months ended June 30, 2024 was revised to be comparable to the current period presentation. Corporate is not an operating segment and consists primarily of unallocated SG&A expenses. See Note 12, Segment Information, for a reconciliation of Segment Adjusted EBITDA to consolidated earnings before income taxes.
Previous wording
The following table shows the results of operations for the three months ended March 31, 2025 and 2024:
Current wording
The following table shows the results of operations for the three and six months ended June 30, 2025 and 2024:
Previous 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.
Current wording
Net sales of tech-enabled services of $85.2 million for the three months ended June 30, 2025 decreased $17.0 million, or 16.6%, as compared to the three months ended June 30, 2024. Net sales of tech-enabled services decreased primarily due to lower capital markets net sales of $15.7 million, driven by a decline in both transactional and compliance volumes.
Previous 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.
Current wording
Net sales of print and distribution of $40.7 million for the three months ended June 30, 2025 decreased $14.2 million, or 25.9%, as compared to the three months ended June 30, 2024. Net sales of print and distribution decreased due to lower investment companies net sales of $9.6 million, primarily driven by a decline in compliance volumes and lower capital markets net sales of $4.6 million, driven by a decline in compliance volumes.
Previous 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.
Current wording
Software solutions cost of sales of $26.4 million for the three months ended June 30, 2025 increased $1.0 million, or 3.9%, as compared to the three months ended June 30, 2024. Software solutions cost of sales increased primarily due to higher sales volumes. As a percentage of software solutions net sales, software solutions cost of sales decreased 1.1%.
Previous 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.
Current wording
Tech-enabled services cost of sales of $31.6 million for the three months ended June 30, 2025 decreased $2.3 million, or 6.8%, as compared to the three months ended June 30, 2024. Tech-enabled services cost of sales decreased primarily due to lower sales volumes. As a percentage of tech-enabled services net sales, tech-enabled services cost of sales increased 3.9%, largely driven by a higher proportion of compliance net sales, which generally have lower margins, as compared to transactional net sales.
Previous 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%.
Current wording
Print and distribution cost of sales of $21.2 million for the three months ended June 30, 2025 decreased $6.0 million, or 22.1%, as compared to the three months ended June 30, 2024. Print and distribution cost of sales decreased primarily due to lower sales volumes. As a percentage of print and distribution net sales, print and distribution cost of sales increased 2.6%, largely driven by lower compliance volumes.
Previous 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.
Current wording
SG&A expenses of $70.0 million for the three months ended June 30, 2025 decreased $6.1 million, or 8.0%, as compared to the three months ended June 30, 2024. SG&A expenses decreased primarily due to lower bad debt expense of $2.6 million, cost control initiatives and lower selling and marketing expense. As a percentage of net sales, SG&A expenses increased to 32.1% for the three months ended June 30, 2025 from 31.4% for the three months ended June 30, 2024.
Previous 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.
Current wording
Restructuring, impairment and other charges, net of $1.0 million for the three months ended June 30, 2025 decreased $0.3 million, or 23.1%, as compared to the three months ended June 30, 2024. For the three months ended June 30, 2025, these charges included $0.9 million of employee termination costs for approximately 10 employees. For the three months ended June 30, 2024, these charges included $1.2 million of employee termination costs for approximately 20 employees.
Previous 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.
Current wording
Interest expense, net of $3.8 million for the three months ended June 30, 2025 increased $0.1 million, or 2.7%, as compared to the three months ended June 30, 2024. Interest expense, net increased largely due to higher average borrowings of $22.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, partially offset by a 0.8% decrease in the weighted-average interest rate on borrowings for each of the Term Loan A Facility and the Revolving Facility, as further described in Note 8, Debt, to the Unaudited Condensed Consolidated Financial Statements.
Previous wording
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 wording
Net sales of software solutions of $176.8 million for the six months ended June 30, 2025 increased $10.9 million, or 6.6%, as compared to the six months ended June 30, 2024. Net sales of software solutions increased due to $5.8 million of higher net sales from the Company’s TSR offering, $4.4 million of increases in non-TSR-related Arc Suite net sales and $4.3 million of higher ActiveDisclosure net sales, partially offset by $3.6 million of lower Venue net sales.
Previous 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.
Current 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.
Previous 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.
Current wording
The effective income tax rate was 26.2% for the six months ended June 30, 2025, as compared to 24.6% for the six months ended June 30, 2024. The increase in the effective income tax rate was primarily driven by a decrease in the net favorable impact of discrete adjustments.
Previous 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:
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 and six months ended June 30, 2025 and 2024:
Previous wording
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 wording
Segment Adjusted EBITDA of $36.3 million for the six months ended June 30, 2025 decreased $0.7 million, or 1.9%, as compared to the six months ended June 30, 2024, primarily due to an increase in SG&A expenses of $2.0 million, largely driven by higher selling expense and higher bad debt expense.
Previous wording
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 wording
Segment Adjusted EBITDA of $36.8 million for the three months ended June 30, 2025 decreased $9.0 million, or 19.7%, as compared to the three months ended June 30, 2024, primarily due to the $20.3 million decline in net sales, partially offset by lower SG&A expenses of $7.3 million and lower cost of sales of $4.1 million. The decrease in SG&A expenses was primarily attributable to lower bad debt expense of $4.1 million, whereas the lower cost of sales of $4.1 million was primarily due to lower sales volumes and a lower allocation of overhead costs.
Previous wording
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 wording
Segment Adjusted EBITDA margin increased by approximately 370 bps from 37.7% for the six months ended June 30, 2024 to 41.4% for the six months ended June 30, 2025, primarily due to an approximately 490 bps decrease in SG&A expenses as a percentage of net sales, largely driven by lower bad debt expense and lower selling expense.
Previous 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.
Current wording
Net sales of $33.1 million for the three months ended June 30, 2025 increased $4.8 million, or 17.0%, as compared to the three months ended June 30, 2024, primarily due to $2.8 million of higher net sales from the Company’s TSR offering, largely within ArcReporting and ArcDigital, as well as an increase in non-TSR-related ArcReporting net sales of $1.6 million.
Previous wording
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 wording
Segment Adjusted EBITDA margin increased by approximately 370 bps from 39.2% for the three months ended June 30, 2024 to 42.9% for the three months ended June 30, 2025, primarily due to price increases.
Previous wording
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 wording
Segment Adjusted EBITDA margin increased by approximately 300 bps from 35.2% for the six months ended June 30, 2024 to 38.2% for the six months ended June 30, 2025, due to an approximately 300 bps decrease in cost of sales as a percentage of net sales, primarily due to certain higher margin print and distribution compliance net sales.
Previous wording
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 wording
Corporate unallocated expenses of $9.7 million for the three months ended June 30, 2025 increased $0.5 million, or 5.4%, as compared to the three months ended June 30, 2024, primarily due to higher healthcare expense.
Previous wording
The following table reconciles net earnings to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:
Current wording
The following table reconciles net earnings to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
Previous 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.
Current wording
Restructuring, impairment and other charges, net—Included employee termination costs of $0.9 million and $3.7 million for the three and six months ended June 30, 2025, respectively, and $1.2 million and $2.9 million for the three and six months ended June 30, 2024, respectively. Refer to Note 5, Restructuring, Impairment and Other Charges, net, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Previous 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.
Current wording
Gain on sales of long-lived assets—The six months ended June 30, 2025 included a gain of $0.5 million on the sale of long-lived assets. The six months ended June 30, 2024 included a net gain of $9.8 million related to the sale of land. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, to the Unaudited Condensed Consolidated Financial Statements for additional information.
Previous 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.
Current wording
Non-income tax, net—Included income of $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.7 million for the three and six months ended June 30, 2024, respectively, related to certain estimated non-income tax exposures previously accrued by the Company.
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 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.
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 six months ended June 30, 2025. The Company repatriated $30.0 million of excess cash of previously taxed earnings at its foreign subsidiaries to the U.S. during the year ended December 31, 2024. The Company is evaluating whether to make any cash repatriations in the future.
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 months ended March 31, 2025 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 and six months ended June 30, 2025 and the Company does not expect the enacted legislation to have a material impact in future periods.
Previous 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.
Current wording
Cash and cash equivalents were $33.8 million at June 30, 2025, which included $11.1 million in the U.S. and $22.7 million at international locations.
Previous wording
The following table describes the Company’s cash flows for the three months ended March 31, 2025 and 2024:
Current wording
The following table describes the Company’s cash flows for the six months ended June 30, 2025 and 2024:
Previous wording
Cash Flows Provided by Financing Activities
Current wording
Cash Flows Provided by Operating Activities
Previous wording
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 wording
Net cash provided by operating activities was $30.7 million for the six months ended June 30, 2025 as compared to $28.3 million for the six months ended June 30, 2024. The favorable change in cash provided by operating activities of $2.4 million was primarily due to the following factors:
Previous wording
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 wording
Prepaid expenses and other current assets increased operating cash flows by $6.0 million more during the six months ended June 30, 2025 (a $2.9 million increase for the six months ended June 30, 2025, as compared to a $3.1 million decrease for the six months ended June 30, 2024) primarily due to the timing of January 2025 payroll payments of $7.5 million.
Previous wording
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 wording
Accrued liabilities and other decreased operating cash flows by $19.2 million more during the six months ended June 30, 2025 (a $30.5 million decrease for the six months ended June 30, 2025, as compared to a $11.3 million decrease for the six months ended June 30, 2024), primarily due to higher 2025 payments of employee-related compensation, including incentive compensation and sales commissions, as a result of the Company’s 2024 operating results.
Previous wording
Cash Flows Used in Operating Activities
Current wording
Cash Flows Used in Investing Activities
Previous 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.
Current wording
Net cash used in investing activities was $29.9 million for the six months ended June 30, 2025, which primarily consisted of $30.0 million of capital expenditures, substantially all related to investments in software development. The Company currently expects capital expenditures to be approximately $60 million to $65 million for the year ending December 31, 2025.
Previous 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.
Current wording
Net cash used in investing activities was $19.1 million for the six months ended June 30, 2024, which primarily consisted of $31.7 million of capital expenditures, substantially all related to investments in software development, partially offset by $12.4 million of proceeds from the sale of land.
Previous wording
Cash Flows (Used in) Provided by Investing Activities
Current wording
Cash Flows (Used in) Provided by Financing Activities
Previous 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.
Current wording
Net cash used in financing activities was $25.5 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company received $207.5 million of proceeds from the Revolving Facility borrowings, partially offset by $130.5 million of payments on the Revolving Facility borrowings. During the six months ended June 30, 2025, the Company made $126.4 million of payments on long-term debt, primarily to retire the full amount of the Company’s then-outstanding $125.0 million Delayed Draw Term Loan A Facility. The Company’s common stock repurchases for the six months ended June 30, 2025 totaled $88.7 million, which included $76.4 million of repurchases under the stock repurchase program and $12.3 million associated with vesting of the Company’s equity awards.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The effective income tax rate was 25.9% for the three months ended June 30, 2025 as compared to 27.9% for the three months ended June 30, 2024. The decrease in the effective income tax rate was primarily driven by an increase in the net favorable impact of discrete adjustments and lower pre-tax earnings.
Current report — wording carried from elsewhere
Interest expense, net of $6.9 million for the six months ended June 30, 2025 decreased $0.4 million, or 5.5%, as compared to the six months ended June 30, 2024. Interest expense, net decreased primarily due to a 0.9% decrease in the weighted-average interest rate on borrowings for each of the Term Loan A Facility and the Revolving Facility, as further described in Note 8, Debt, to the Unaudited Condensed Consolidated Financial Statements.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Results of Operations for the Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024