| Segment Information |
Note 12. Segment Information The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. Corporate is not an operating segment and consists primarily of unallocated selling, general and administrative (“SG&A”) activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs, losses and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. Capital Markets The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company (“SPAC”) and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows: Capital Markets – Software Solutions—The CM-SS segment provides Venue and ActiveDisclosure subscriptions and related services (including service packages and services the Company performs on behalf of its clients with customer-facing software) to public and private companies to help manage public and private transactional and compliance processes; collaborate; and tag, validate and file SEC documents. Capital Markets – Compliance & Communications Management—The CM-CCM segment provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements. The Company offers around-the-clock services to support the transaction process, production platform and service delivery model. The Company has seen clients utilizing the range of options available to them, including a hybrid approach with working group members participating both virtually and in-person during drafting sessions for their transactions or a fully-virtual experience. Investment Companies The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients, which are primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators, that are subject to the filing and reporting requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”) as well as European and Canadian regulations. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the SEC’s EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows: Investment Companies – Software Solutions—The IC-SS segment provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including subscriptions to ArcDigital, ArcPro, ArcRegulatory and ArcReporting as well as related services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors. Investment Companies – Compliance & Communications Management—The IC-CCM segment provides clients with tech-enabled services and print and distribution solutions for creating, filing and distributing regulatory communications and solutions for investor communications, as well as iXBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. The IC-CCM segment also provides turnkey proxy services, including discovery, planning and implementation, print and mail management, solicitation, tabulation services, stockholder meeting review and expert support. Information by Segment The chief operating decision maker (“CODM”) regularly reviews segment net sales and Segment Adjusted EBITDA to assess segment performance and to decide how to allocate resources. Segment Adjusted EBITDA is reviewed to monitor budget versus actual results, analyze historical trends in assessing performance and identify actions required to improve profitability. Segment Adjusted EBITDA is defined as (loss) earnings before interest expense, net, income tax (benefit) expense, depreciation and amortization and adjusted to exclude the impact of certain costs, expenses, gains, losses and other items, as reflected in the Reconciliation of total Segment Adjusted EBITDA sections below, which management believes are not indicative of ongoing operations and segment performance. As the CODM does not review segment assets to evaluate segment performance, segment assets are not disclosed. The following tables include selected financial data for the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets - Software Solutions |
|
|
Capital Markets - Compliance and Communications Management |
|
|
Investment Companies - Software Solutions |
|
|
Investment Companies - Compliance and Communications Management |
|
|
Total |
|
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
59.0 |
|
|
$ |
57.2 |
|
|
$ |
31.7 |
|
|
$ |
27.4 |
|
|
$ |
175.3 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (a) |
|
|
14.8 |
|
|
|
20.9 |
|
|
|
13.6 |
|
|
|
14.1 |
|
|
|
|
SG&A expenses (a) |
|
|
23.7 |
|
|
|
16.6 |
|
|
|
6.5 |
|
|
|
3.7 |
|
|
|
|
Other segment items (a) |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
20.6 |
|
|
$ |
19.6 |
|
|
$ |
11.6 |
|
|
$ |
9.5 |
|
|
$ |
61.3 |
|
Reconciliation of total Segment Adjusted EBITDA |
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|
|
|
|
|
|
|
|
|
|
|
|
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.8 |
) |
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(0.9 |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.8 |
) |
Pension plan settlement charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82.8 |
) |
Accelerated rent benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.2 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.9 |
) |
Investment and other loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(57.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
53.3 |
|
|
$ |
63.5 |
|
|
$ |
28.9 |
|
|
$ |
33.8 |
|
|
$ |
179.5 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (a) |
|
|
14.6 |
|
|
|
23.3 |
|
|
|
13.0 |
|
|
|
17.7 |
|
|
|
|
SG&A expenses (a) |
|
|
25.5 |
|
|
|
20.2 |
|
|
|
6.9 |
|
|
|
5.8 |
|
|
|
|
Other segment items (a) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
13.2 |
|
|
$ |
20.1 |
|
|
$ |
8.9 |
|
|
$ |
10.2 |
|
|
$ |
52.4 |
|
Reconciliation of total Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.2 |
) |
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.7 |
) |
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17.2 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.1 |
) |
Investment and other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15.4 |
|
(a)The significant expense categories align with the segment-level information that is regularly provided to the CODM. Segment Cost of sales, segment SG&A expenses and other segment items were adjusted to exclude certain items, as reflected in the Reconciliation of total Segment Adjusted EBITDA sections above, that are not included in the Segment Adjusted EBITDA profitability metric utilized by the CODM. (b)Corporate is not an operating segment and consists primarily of unallocated SG&A expenses.
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|
|
|
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|
|
|
|
|
|
|
Capital Markets - Software Solutions |
|
|
Capital Markets - Compliance and Communications Management |
|
|
Investment Companies - Software Solutions |
|
|
Investment Companies - Compliance and Communications Management |
|
|
Total |
|
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
170.0 |
|
|
$ |
234.6 |
|
|
$ |
97.5 |
|
|
$ |
92.4 |
|
|
$ |
594.5 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (a) |
|
|
42.7 |
|
|
|
88.3 |
|
|
|
39.7 |
|
|
|
46.1 |
|
|
|
|
SG&A expenses (a) |
|
|
70.5 |
|
|
|
53.1 |
|
|
|
19.2 |
|
|
|
11.9 |
|
|
|
|
Other segment items (a) |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
56.9 |
|
|
$ |
93.1 |
|
|
$ |
38.6 |
|
|
$ |
34.3 |
|
|
$ |
222.9 |
|
Reconciliation of total Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.9 |
) |
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(4.8 |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20.3 |
) |
Pension plan settlement charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82.8 |
) |
Accelerated rent benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
Gain on sale of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
Gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44.4 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.8 |
) |
Investment and other loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.3 |
) |
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
163.6 |
|
|
$ |
268.4 |
|
|
$ |
84.5 |
|
|
$ |
109.1 |
|
|
$ |
625.6 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (a) |
|
|
43.1 |
|
|
|
98.8 |
|
|
|
37.1 |
|
|
|
57.0 |
|
|
|
|
SG&A expenses (a) |
|
|
70.3 |
|
|
|
72.4 |
|
|
|
19.3 |
|
|
|
15.3 |
|
|
|
|
Other segment items (a) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
50.2 |
|
|
$ |
97.3 |
|
|
$ |
28.0 |
|
|
$ |
36.7 |
|
|
$ |
212.2 |
|
Reconciliation of total Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26.6 |
) |
Restructuring, impairment and other charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
(4.5 |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.2 |
) |
Gain on sale of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.8 |
|
Non-income tax, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
Gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45.4 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.4 |
) |
Investment and other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
118.0 |
|
(a)The significant expense categories align with the segment-level information that is regularly provided to the CODM. Segment Cost of sales, segment SG&A expenses and other segment items were adjusted to exclude certain items, as reflected in the Reconciliation of total Segment Adjusted EBITDA sections above, that are not included in the Segment Adjusted EBITDA profitability metric utilized by the CODM. (b)Corporate is not an operating segment and consists primarily of unallocated SG&A expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets - Software Solutions |
|
$ |
7.8 |
|
|
$ |
7.1 |
|
|
$ |
22.5 |
|
|
$ |
20.3 |
|
Capital Markets - Compliance and Communications Management |
|
|
1.6 |
|
|
|
4.3 |
|
|
|
4.7 |
|
|
|
8.4 |
|
Investment Companies - Software Solutions |
|
|
4.8 |
|
|
|
4.5 |
|
|
|
14.3 |
|
|
|
13.1 |
|
Investment Companies - Compliance and Communications Management |
|
|
1.0 |
|
|
|
1.2 |
|
|
|
2.9 |
|
|
|
3.5 |
|
Total operating segments |
|
|
15.2 |
|
|
|
17.1 |
|
|
|
44.4 |
|
|
|
45.3 |
|
Corporate |
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
Total |
|
$ |
15.2 |
|
|
$ |
17.2 |
|
|
$ |
44.4 |
|
|
$ |
45.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets - Software Solutions |
|
$ |
8.2 |
|
|
$ |
9.9 |
|
|
$ |
22.9 |
|
|
$ |
24.3 |
|
Capital Markets - Compliance and Communications Management |
|
|
2.2 |
|
|
|
2.1 |
|
|
|
6.6 |
|
|
|
5.9 |
|
Investment Companies - Software Solutions |
|
|
3.8 |
|
|
|
6.0 |
|
|
|
12.6 |
|
|
|
17.0 |
|
Investment Companies - Compliance and Communications Management |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
1.6 |
|
|
|
2.3 |
|
Total operating segments |
|
|
14.7 |
|
|
|
18.5 |
|
|
|
43.7 |
|
|
|
49.5 |
|
Corporate |
|
|
0.5 |
|
|
|
0.6 |
|
|
|
1.5 |
|
|
|
1.3 |
|
Total |
|
$ |
15.2 |
|
|
$ |
19.1 |
|
|
$ |
45.2 |
|
|
$ |
50.8 |
|
|