Dun & Bradstreet(DNB) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including the statements of operations, balance sheets, cash flows, and stockholders' equity, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) | Metric (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue | $585.2 | $576.2 | $1,165.0 | $1,140.7 | | Operating costs | $572.4 | $539.1 | $1,116.9 | $1,087.0 | | Operating income (loss) | $12.8 | $37.1 | $48.1 | $53.7 | | Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $(33.7) | $(16.4) | $(49.5) | $(39.6) | | Basic earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | | Diluted earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | Condensed Consolidated Balance Sheets (Unaudited) | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Total current assets | $668.8 | $650.4 | | Total non-current assets | $8,071.1 | $8,105.3 | | Total assets | $8,739.9 | $8,755.7 | | Total current liabilities | $1,090.5 | $1,007.2 | | Total liabilities | $5,413.7 | $5,441.3 | | Total equity | $3,326.2 | $3,314.4 | Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric (in millions) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $213.2 | $195.6 | | Net cash provided by (used in) investing activities | $(80.5) | $(112.1) | | Net cash provided by (used in) financing activities | $(72.7) | $(6.5) | | Increase (decrease) in cash and cash equivalents | $72.8 | $75.6 | | Cash and Cash Equivalents, End of Period | $278.7 | $263.7 | Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Total equity increased from $3,314.4 million at January 1, 2025, to $3,326.2 million at June 30, 2025, despite a net loss, primarily due to positive foreign currency translation adjustments and equity-based compensation, partially offset by dividends declared and hedging derivative losses[19] - For the six months ended June 30, 2025, the company reported a net loss of $49.5 million attributable to Dun & Bradstreet Holdings, Inc., compared to a net loss of $39.6 million for the same period in 2024[19][18] Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 -- Basis of Presentation and Organization The financial statements are prepared in conformity with GAAP, reflecting management's latest estimates. The company manages its business through two segments: North America and International. A definitive agreement for acquisition by Clearlake Capital Group, L.P. for approximately $7.7 billion ($9.15 per share) was entered into on March 23, 2025, and is expected to close in Q3 2025, after which Dun & Bradstreet will become a privately held company - Dun & Bradstreet Holdings, Inc. entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. on March 23, 2025[24] - The acquisition values the company at approximately $7.7 billion, including outstanding debt, with an equity value of $4.1 billion, translating to $9.15 per share in cash for common stock[25] - The transaction was approved by shareholders and is expected to close in the third quarter of 2025, after which Dun & Bradstreet will become a privately held company[25] Note 2 -- Recent Accounting Pronouncements The company adopted ASU No. 2023-07, 'Segment Reporting (Topic 280),' in Q4 2024 with no material impact. It also assessed recently issued ASUs, including ASU No. 2024-03 on expense disaggregation and ASU No. 2023-09 on income taxes, neither of which are expected to have a material impact on its financial statements upon adoption - ASU No. 2023-07, 'Segment Reporting (Topic 280),' was adopted in Q4 2024 and did not have a material impact on consolidated financial statements[29] - ASU No. 2024-03, 'Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,' effective for fiscal years beginning after December 15, 2026, is not expected to have a material impact[30] - ASU No. 2023-09, 'Income Taxes (Topic 740),' effective for fiscal years beginning after December 15, 2024, is not expected to have a material impact[31] Note 3 -- Revenue The company's future revenue from unsatisfied performance obligations totals $2,998.0 million. Revenue is recognized both at a point in time and over time, with the latter accounting for a larger portion. Deferred revenue increased by $98.7 million from December 31, 2024, to June 30, 2025, primarily due to advance cash payments | Future Revenue (in millions) | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | | :------------------- | :---------------- | :--- | :--- | :--- | :--- | :--------- | :------ | | Future revenue | $814.5 | $872.1 | $536.3 | $298.4 | $148.4 | $328.3 | $2,998.0 | | Revenue Recognition (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue recognized at a point in time | $229.5 | $226.1 | $461.3 | $440.6 | | Revenue recognized over time | $355.7 | $350.1 | $703.7 | $700.1 | | Total revenue recognized | $585.2 | $576.2 | $1,165.0 | $1,140.7 | - Deferred revenue increased by $98.7 million from December 31, 2024, to June 30, 2025, primarily due to cash payments received in advance of satisfying performance obligations[37] Note 4 -- Restructuring Charges Restructuring charges, primarily severance costs and contract terminations, decreased for both the three and six months ended June 30, 2025, compared to the prior year periods. The charges for Q2 2025 were $2.0 million, impacting approximately 30 employees, and for H1 2025 were $4.9 million, impacting approximately 80 employees | Restructuring Charges (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Total restructuring charges | $2.0 | $3.3 | $4.9 | $6.7 | | Severance costs | $1.6 | $3.0 | $4.3 | $5.9 | | Contract termination and other exit costs | $0.4 | $0.3 | $0.6 | $0.8 | - Restructuring charges decreased by $1.3 million (38.9%) for the three months ended June 30, 2025, and by $1.8 million (27.0%) for the six months ended June 30, 2025, primarily due to lower severance costs[211][212] Note 5 -- Stock Based Compensation Total stock-based compensation expense decreased for both the three and six months ended June 30, 2025, compared to the prior year. The Employee Stock Purchase Plan (ESPP) was terminated in Q2 2025 following shareholder approval of the Clearlake transaction | Stock-based Compensation Expense (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Restricted stock and restricted stock units | $15.1 | $16.4 | $29.1 | $32.5 | | Stock options | $0.7 | $1.8 | $1.4 | $3.6 | | Total compensation expense | $15.8 | $18.2 | $30.5 | $36.1 | - The Employee Stock Purchase Plan (ESPP) program was terminated during the second quarter of 2025[53] - As of June 30, 2025, total unrecognized compensation cost related to non-vested restricted stock and restricted stock units was $68.2 million, expected to be recognized over a weighted average period of 2.0 years[52] Note 6 -- Pension and Postretirement Benefits The company reported net periodic pension income for both pension plans and postretirement benefit obligations for the three and six months ended June 30, 2025 and 2024, primarily driven by expected return on plan assets | Net Periodic Cost (Income) (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Pension plans | $(5.3) | $(4.5) | $(10.4) | $(8.9) | | Postretirement benefit obligations | $(0.1) | $(0.1) | $(0.2) | $(0.2) | | Total Net periodic cost (income) | $(5.4) | $(4.6) | $(10.6) | $(9.1) | Note 7 -- Income Taxes The effective tax rate for Q2 2025 was 3.4% (tax benefit of $1.2 million) and for H1 2025 was 1.6% (tax benefit of $0.8 million), significantly lower than prior year periods. This change was primarily due to increased tax rates in certain U.S. states and higher earnings in non-U.S. jurisdictions. The company is currently assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its financial statements - The effective tax rate for the three months ended June 30, 2025, was 3.4% (tax benefit of $1.2 million), down from 15.0% in the prior year, primarily due to an increase in tax rates enacted in certain U.S. states[56] - The effective tax rate for the six months ended June 30, 2025, was 1.6% (tax benefit of $0.8 million), down from 54.6% in the prior year, due to increased U.S. state tax rates and higher earnings in non-U.S. jurisdictions[57] - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, introducing significant changes to U.S. federal income tax law, and the company is currently assessing its impact[58] Note 8 -- Earnings (Loss) Per Share Basic and diluted earnings per share are computed based on net income (loss) attributable to Dun & Bradstreet Holdings, Inc. For periods with a net loss, diluted EPS equals basic EPS as stock incentive awards are anti-dilutive | Earnings (Loss) Per Share | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $(33.7) | $(16.4) | $(49.5) | $(39.6) | | Basic earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | | Diluted earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | | Weighted average number of shares outstanding-basic (millions) | 435.4 | 432.7 | 434.3 | 432.2 | | Weighted average number of shares outstanding-diluted (millions) | 435.4 | 432.7 | 434.3 | 432.2 | Note 9 -- Financial Instruments The company uses derivative instruments, including interest rate swaps, foreign exchange forward contracts, and cross-currency interest rate swaps, to manage exposure to interest rate and foreign currency risks. Fair values of these derivatives are recognized on the balance sheet, with changes impacting OCI or earnings depending on designation | Interest Rate Swaps (in millions) | June 30, 2025 Notional Amount | December 31, 2024 Notional Amount | | :-------------------------------- | :------------------------------ | :------------------------------ | | Total interest rate swaps | $2,100.0 | $2,750.0 | - Notional amounts of foreign exchange forward contracts were $720.6 million at June 30, 2025, up from $583.5 million at December 31, 2024[71] | Cross-Currency Swaps (in millions) | June 30, 2025 Notional Amount (Pay) | June 30, 2025 Notional Amount (Receive) | December 31, 2024 Notional Amount (Pay) | December 31, 2024 Notional Amount (Receive) | | :--------------------------------- | :------------------------------------ | :-------------------------------------- | :------------------------------------ | :-------------------------------------- | | Total cross-currency swaps | €609.8 | $625.0 | €602.6 | $625.0 | | Fair Value of Derivatives (in millions) | June 30, 2025 Assets | June 30, 2025 Liabilities | December 31, 2024 Assets | December 31, 2024 Liabilities | | :-------------------------------------- | :------------------- | :---------------------- | :----------------------- | :------------------------ | | Interest rate swaps | $7.4 | $0.0 | $42.6 | $0.0 | | Cross-currency swaps | $0.0 | $91.0 | $3.7 | $13.2 | | Foreign exchange forward contracts | $5.5 | $1.9 | $1.3 | $3.4 | | Total derivatives | $12.9 | $92.9 | $47.6 | $16.6 | Note 10 -- Goodwill and Intangible Assets The company's computer software, goodwill, and other intangibles balances changed due to additions, amortization, and foreign currency fluctuations. Goodwill increased to $3,477.8 million at June 30, 2025, from $3,409.8 million at January 1, 2025, primarily due to foreign currency impacts. Other intangibles decreased to $3,372.5 million from $3,506.8 million over the same period, mainly due to amortization | Asset Category (in millions) | January 1, 2025 | June 30, 2025 | | :--------------------------- | :-------------- | :------------ | | Computer software | $676.3 | $704.4 | | Goodwill | $3,409.8 | $3,477.8 | | Other intangibles | $3,506.8 | $3,372.5 | - Goodwill increased by $68.0 million from January 1, 2025, to June 30, 2025, primarily due to the impact of foreign currency fluctuations[87][92] - Other intangibles decreased by $134.3 million from January 1, 2025, to June 30, 2025, primarily due to amortization of $179.7 million, partially offset by foreign currency impacts and additions[88][92] Note 11 -- Other Assets and Liabilities This note details the composition of other non-current assets, other accrued and current liabilities, and other non-current liabilities. Significant changes include an increase in accrued operating costs and swap liabilities, and a decrease in accrued income tax. The company also entered into new data contracts with aggregate commitments of $59 million for Q2 2025 and $141 million for H1 2025 over the next five years | Other Non-Current Assets (in millions) | June 30, 2025 | December 31, 2024 | | :------------------------------------- | :------------ | :---------------- | | Right of use assets | $39.7 | $42.6 | | Investments | $33.8 | $32.4 | | Long-term contract assets | $33.2 | $32.8 | | Long-term technology vendor contracts | $72.0 | $79.3 | | Total | $263.7 | $252.0 | | Other Accrued and Current Liabilities (in millions) | June 30, 2025 | December 31, 2024 | | :-------------------------------------------------- | :------------ | :---------------- | | Accrued operating costs | $112.8 | $100.3 | | Accrued income tax | $17.0 | $50.5 | | Swap liabilities | $91.0 | $13.2 | | Total | $259.2 | $208.0 | - During the three and six months ended June 30, 2025, the company entered into data contracts with an aggregate commitment of approximately $59 million and $141 million, respectively, over the next five years[91] Note 12 -- Notes Payable and Indebtedness The company's total debt decreased slightly to $3,505.7 million at June 30, 2025, from $3,528.7 million at December 31, 2024. This includes the 2029 Term Loan B and 5.000% Senior Unsecured Notes. The Revolving Facility had $850.0 million available borrowings at June 30, 2025. Debt refinancing activities in January and November 2024 reduced interest rates and extended maturities | Debt (in millions) | June 30, 2025 Carrying Value | December 31, 2024 Carrying Value | | :--------------------------------- | :----------------------------- | :----------------------------- | | Total short-term debt | $31.0 | $31.0 | | 2029 Term loan B (long-term portion) | $3,018.5 | $3,032.0 | | Revolving facility (long-term portion) | $0.0 | $10.0 | | 5.000% Senior unsecured notes | $456.2 | $455.7 | | Total debt | $3,505.7 | $3,528.7 | - The 2029 Term Loan B interest rate was reduced to SOFR plus 2.25% per annum on November 19, 2024[99][101] - Available borrowings under the Revolving Facility were $850.0 million at June 30, 2025, and $840.0 million at December 31, 2024[102] Note 13 -- Accounts Receivable Securitization Facility The company's three-year revolving securitization facility was amended in November 2024, extending its term to November 18, 2027. Under this facility, the company derecognized $203.4 million and $411.7 million of accounts receivable for the three and six months ended June 30, 2025, respectively. Fees incurred for the facility were $3.0 million and $6.1 million for the respective periods - The accounts receivable securitization facility agreement was amended in November 2024, extending the term date from September 9, 2025, to November 18, 2027[105] | Accounts Receivable Derecognized (in millions) | Three months ended June 30, 2025 | Six months ended June 30, 2025 | | :--------------------------------------------- | :------------------------------- | :----------------------------- | | Accounts receivable derecognized | $203.4 | $411.7 | | Facility Fees Incurred (in millions) | Three months ended June 30, 2025 | Six months ended June 30, 2025 | | :----------------------------------- | :------------------------------- | :----------------------------- | | Fees incurred | $3.0 | $6.1 | Note 14 -- Stockholders' Equity As of June 30, 2025, there were 446,323,238 common shares outstanding. The 2024 Stock Repurchase Program, authorized for up to 10.0 million shares, was suspended subsequent to the definitive agreement with Clearlake on March 23, 2025, with no share repurchase activity in Q2 2025. A dividend of $0.05 per share was declared and paid in Q1 2025, but no further dividends will be declared due to the Clearlake agreement | Common Shares Activity | December 31, 2024 | June 30, 2025 | | :--------------------- | :---------------- | :------------ | | Common Shares Issued | 443,399,772 | 448,171,624 | | Treasury Shares | (1,848,280) | (1,848,386) | | Shares Outstanding | 441,551,492 | 446,323,238 | - The 2024 Stock Repurchase Program, authorizing up to 10.0 million shares, was suspended subsequent to entering into the definitive agreement with Clearlake on March 23, 2025, with no share repurchase activity during the three months ended June 30, 2025[112][259] - A dividend of $0.05 per share was declared on February 6, 2025, and paid on March 20, 2025. However, the company has agreed not to declare or pay any further dividends due to the Clearlake acquisition agreement[113][114] Note 15 -- Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (AOCI) improved from $(246.1) million at January 1, 2025, to $(183.4) million at June 30, 2025. This change was primarily driven by positive foreign currency translation adjustments, partially offset by net investment hedge derivative losses and reclassifications out of AOCI related to pension plans and cash flow hedges | AOCI Component (in millions) | January 1, 2025 Balance | June 30, 2025 Balance | | :----------------------------- | :---------------------- | :-------------------- | | Foreign currency translation adjustments | $(218.7) | $(71.9) | | Net investment hedge derivative | $7.3 | $(53.5) | | Defined benefit pension plans | $(62.6) | $(63.4) | | Cash flow hedge derivative | $27.9 | $5.4 | | Total AOCI | $(246.1) | $(183.4) | - Total AOCI improved by $62.7 million from January 1, 2025, to June 30, 2025, primarily due to $146.8 million in foreign currency translation adjustments, partially offset by a $(60.8) million loss from net investment hedge derivatives[116] Note 16 -- Segment Information The company operates in two segments: North America (U.S. and Canada) and International (U.K., Europe, Greater China, India, and WWN alliances), providing Finance & Risk and Sales & Marketing solutions. Adjusted EBITDA is the primary profitability measure for decision-making. North America's revenue decreased in Q2 2025 but increased in H1 2025, while International revenue grew significantly in both periods. Total assets and goodwill are predominantly in North America - The company manages its business and reports financial results through two segments: North America (United States and Canada) and International (U.K., Europe, Greater China, India, and Worldwide Network alliances)[117] | Segment Revenue (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | North America | $397.9 | $404.6 | $795.9 | $791.2 | | International | $187.3 | $171.6 | $369.1 | $349.5 | | Consolidated total | $585.2 | $576.2 | $1,165.0 | $1,140.7 | | Segment Adjusted EBITDA (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | North America | $157.3 | $178.2 | $323.5 | $330.3 | | International | $59.0 | $53.8 | $119.5 | $118.1 | | Consolidated total | $216.3 | $232.0 | $443.0 | $448.4 | | Segment Assets (in millions) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | North America | $7,104.0 | $7,315.9 | | International | $1,635.9 | $1,439.8 | | Consolidated total | $8,739.9 | $8,755.7 | Note 17 -- Contingencies The company is involved in various legal and regulatory matters. The DeBose right of publicity class action was terminated. The Batis class action has a finalized settlement contingent on court approval, with a non-material reserve accrued. The FTC issued a notice regarding alleged Consent Order violations, for which a non-material reserve has also been accrued. The company does not believe the ultimate resolution of currently pending legal proceedings will have a material adverse effect on its financial condition - The DeBose v. Dun & Bradstreet Holdings, Inc. class action lawsuit was dismissed with prejudice on March 7, 2025, and the time to appeal has expired, terminating the case[131] - For the Batis v. Dun & Bradstreet Holdings, Inc. class action, parties finalized settlement terms on August 1, 2025, contingent on court approval, and a non-material reserve has been accrued[134][135] - The FTC sent the company notice in November 2024 regarding alleged violations of the Consent Order, and a non-material reserve has been accrued for this matter[137][138] Note 18 -- Related Parties The company has transactions with Paysafe Limited, an investment held by Cannae Holdings, Inc., whose board members include Dun & Bradstreet's CEO and Executive Chairman. These transactions include a 63-month lease agreement for office space and a 10-year agreement for data license and risk management solutions, as well as an additional three-year marketing solutions agreement. Revenue recognized from Paysafe increased for both the three and six months ended June 30, 2025 - Paysafe Limited, an investment held by Cannae Holdings, Inc., has a 63-month lease agreement with D&B for office space, with total rental payments aggregating to $4.2 million over the term[141] - D&B provides data license and risk management solution services to Paysafe under a 10-year agreement, and entered into an additional three-year agreement in March 2024 for marketing solutions[142] | Revenue from Paysafe (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue recognized | $2.1 | $1.5 | $4.7 | $3.6 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) This section provides management's perspective on the company's financial condition and results of operations, including an overview of its business, segment performance, recent developments, key financial metrics, and liquidity. It highlights the company's mission as a global provider of business decisioning data and analytics, its two operating segments (North America and International), and the impact of macroeconomic conditions Business Overview Dun & Bradstreet is a leading global provider of business decisioning data and analytics, offering Finance & Risk and Sales & Marketing solutions. Its mission is to deliver a global network of trust, enabling clients to make informed decisions. The company serves approximately 215,000 global clients across various industries and geographies, leveraging a business model characterized by highly recurring revenue, operating leverage, low capital requirements, and strong free cash flow - Dun & Bradstreet is a leading global provider of business decisioning data and analytics, focused on delivering a global network of trust[147] - The company offers Finance & Risk solutions for commercial credit decisioning, supply chain risk management, and compliance, and Sales & Marketing solutions for optimizing sales strategies and lead generation[148][150] - As of December 31, 2024, the company had a global client base of approximately 215,000, with a strong presence in North America, the U.K., Europe, Greater China, and India[151] Segments The company manages its business and reports financial results through two primary segments: North America, which covers the United States and Canada, and International, which includes direct operations in the U.K., Europe, Greater China, India, and indirect operations through Worldwide Network alliances - The company operates through two segments: North America (United States and Canada) and International (U.K., Europe, Greater China, India, and Worldwide Network alliances)[156] Recent Developments Recent developments include the definitive agreement for acquisition by Clearlake Capital Group, L.P. for $7.7 billion, debt refinancing activities in 2024 to reduce interest rates and extend maturities, and the suspension of the stock repurchase program due to the Clearlake transaction. The company also acknowledges ongoing impacts from macroeconomic conditions, including foreign currency fluctuations, interest rate changes, inflation, and geopolitical conflicts, though no material financial effect has been observed to date Clearlake transaction - On March 23, 2025, the company entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. for $9.15 per share in cash, valuing the transaction at approximately $7.7 billion[154][155] - The transaction was approved by shareholders and is expected to close in the third quarter of 2025, after which Dun & Bradstreet will become a privately held company[155] Debt Refinancing - In January 2024, the company amended its credit agreement to reduce the interest rate on the 2029 Term Loan and establish a new $3,103.6 million 2029 Term Loan B, while also extending the Revolving Facility maturity to February 15, 2029, and reducing its applicable margin[157] - In November 2024, the credit agreement for the 2029 Term Loan B was further amended to reduce its interest rate by 0.50%, resulting in a margin spread of SOFR plus 2.25% per annum[158] Stock Repurchase Program - The 2024 Stock Repurchase Program, authorized for up to 10.0 million shares, was suspended subsequent to the definitive agreement with Clearlake on March 23, 2025[160] - There was no share repurchase activity during the six months ended June 30, 2025[160] Impacts from Macroeconomic Conditions - Approximately 30% of the company's revenues are generated from non-U.S. markets, exposing it to foreign currency exchange rate fluctuations, particularly the Euro, British Pound, and Swedish Krona[161] - The business is impacted by general economic conditions, global market volatility, and uncertainties from macroeconomic environment and geopolitical conflicts, including interest rates, inflation, and potential economic slowdowns[161][162][163] - While financial performance has not been materially affected to date, the broader implications of these developments remain difficult to predict[164] Recent Accounting Pronouncements - Refer to Note 2 for disclosure of the impact that recent accounting pronouncements may have on the unaudited condensed consolidated financial statements[165] Key Components of Results of Operations This section outlines the key components of the company's financial results, including revenue generation primarily through subscription-based contracts for Finance & Risk and Sales & Marketing solutions. It also defines various expense categories such as Cost of Services, Selling and Administrative expenses, Depreciation and Amortization, Non-Operating Income and (Expense) - Net, and Provision for Income Tax Expense (Benefit) Revenue - Revenue is primarily generated through subscription-based contractual arrangements for data, analytics, and analytics-related services[167] - Finance & Risk solutions provide global information, monitoring, portfolio analysis, and support for supply chain risk management and compliance[168] - Sales & Marketing solutions offer sophisticated analytics to help clients increase revenue, optimize sales pipelines, and improve efficiency in advertising campaigns[169] Expenses - Cost of services includes data fees, database costs, service fulfillment, call center and technology support, hardware/software maintenance, telecommunication, and personnel-related costs[170] - Selling and administrative expenses primarily cover personnel costs for sales, administrative, and corporate management, professional/consulting services, advertising, and occupancy costs[171] - Depreciation and amortization expenses relate to property, plant and equipment, and amortization of purchased/developed software and other intangible assets (database and client relationships from M&A)[172] Non-Operating Income and (Expense) - Net - Non-operating income and (expense) - net includes interest expense/income, non-service pension income/costs, early debt repayment costs, fees for accounts receivable securitization and credit facilities, mark-to-market expense for derivatives, and other non-operating items[173] Provision for Income Tax Expense (Benefit) - Provision for income tax expense (benefit) represents international, U.S. federal, state, and local income taxes, and includes interest and penalties related to unrecognized tax benefits[174] Key Metrics The company evaluates performance using non-GAAP financial measures such as organic revenue, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted net earnings per diluted share. These measures adjust for certain acquisition/divestiture-related items, restructuring, equity-based compensation, transition costs, and other non-core gains/charges to provide a clearer view of underlying operating performance Organic Revenue - Organic revenue is defined as reported revenue before the effect of foreign exchange, excluding revenue from acquired businesses for the first twelve months and current/prior year revenue from divested businesses[178] Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA excludes depreciation and amortization, interest, income tax, other non-operating items, equity in net income of affiliates, non-controlling interests, equity-based compensation, restructuring charges, M&A-related operating costs, transition costs, and other non-recurring adjustments[179] - Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue[180] Adjusted Net Income - Adjusted Net Income adjusts for incremental amortization from purchase accounting, equity-based compensation, restructuring charges, M&A-related operating and non-operating costs, transition costs, debt refinancing/extinguishment costs, non-operating pension-related income/expenses, non-cash gain/loss from interest rate swap amendments, other adjustments, and related tax impacts[182] Adjusted Net Earnings Per Diluted Share - Adjusted net earnings per diluted share is calculated by dividing adjusted net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect of stock incentive awards[181] Results of Operations This section details the company's financial performance for the three and six months ended June 30, 2025, compared to the prior year. It covers GAAP results, revenue by segment, operating costs, operating income, Adjusted EBITDA, interest income/expense, other income/expense, income taxes, and net income (loss) on both GAAP and adjusted bases GAAP Results | Metric (in millions, except per share data) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue | $585.2 | $576.2 | $1,165.0 | $1,140.7 | | Operating income (loss) | $12.8 | $37.1 | $48.1 | $53.7 | | Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $(33.7) | $(16.4) | $(49.5) | $(39.6) | | Basic earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | | Diluted earnings (loss) per share | $(0.08) | $(0.04) | $(0.11) | $(0.09) | | Net income (loss) margin | (5.8)% | (2.8)% | (4.2)% | (3.5)% | Revenue - Total revenue increased by $9.0 million (1.6%) for the three months ended June 30, 2025, and by $24.3 million (2.1%) for the six months ended June 30, 2025, compared to the prior year periods[187][189] - Organic revenue increased by 0.2% for Q2 2025 and 1.9% for H1 2025, excluding the positive impact of foreign exchange[188][190] | Revenue by Segment (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | North America | $397.9 | $404.6 | $795.9 | $791.2 | | International | $187.3 | $171.6 | $369.1 | $349.5 | | Total Revenue | $585.2 | $576.2 | $1,165.0 | $1,140.7 | North America Segment - North America revenue decreased by $6.7 million (1.6%) for Q2 2025, primarily due to decreased revenue in Third Party Risk, Supply Chain Management, and lower data sales[191][193][195] - North America revenue increased by $4.7 million (0.6%) for H1 2025, driven by increased revenue from Finance solutions, partially offset by decreased revenue from Credibility solutions[192][194] International Segment - International revenue increased by $15.7 million (9.1%) for Q2 2025 (4.5% organic growth) and by $19.6 million (5.6%) for H1 2025 (4.6% organic growth)[197][198] - International Finance & Risk revenue growth was driven by the U.K., Europe (Third Party Risk and Compliance solutions), WWN alliances (global customer product usage, cross-border data sales), and Asia markets (local market solutions)[199][200] - International Sales & Marketing revenue growth was primarily from the U.K. and WWN alliances, driven by higher product royalties and global data sales[201][202] Operating Costs | Operating Costs (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Cost of services (exclusive of D&A) | $242.4 | $220.1 | $470.2 | $444.2 | | Selling and administrative expenses | $181.5 | $174.4 | $350.6 | $350.8 | | Depreciation and amortization | $146.5 | $141.3 | $291.2 | $285.3 | | Restructuring charges | $2.0 | $3.3 | $4.9 | $6.7 | | Total Operating costs | $572.4 | $539.1 | $1,116.9 | $1,087.0 | - Cost of services increased by $22.3 million (10.1%) for Q2 2025 and $26.0 million (5.8%) for H1 2025, primarily due to higher data acquisition costs and net personnel costs[205][206] - Selling and administrative expenses increased by $7.1 million (4.1%) for Q2 2025 due to higher professional fees (mainly legal), partially offset by lower net personnel costs. For H1 2025, it decreased by $0.2 million[207][208] - Depreciation and amortization expenses increased by $5.2 million (3.6%) for Q2 2025 and $5.9 million (2.1%) for H1 2025, mainly due to higher amortization from increased internally developed software[209][210] Operating Income (Loss) - Consolidated operating income decreased by $24.3 million (65.6%) to $12.8 million for Q2 2025, primarily due to higher data acquisition costs, professional fees, depreciation and amortization, and personnel costs, partially offset by revenue growth[213] - Consolidated operating income decreased by $5.6 million (10.5%) to $48.1 million for H1 2025, driven by higher data acquisition costs, professional fees, and depreciation and amortization, partially offset by revenue growth and lower cloud infrastructure, personnel, and restructuring costs[214] Adjusted EBITDA and Adjusted EBITDA Margin | Adjusted EBITDA (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | North America | $157.3 | $178.2 | $323.5 | $330.3 | | International | $59.0 | $53.8 | $119.5 | $118.1 | | Corporate and other | $(10.2) | $(14.1) | $(26.0) | $(29.2) | | Consolidated total | $206.1 | $217.9 | $417.0 | $419.2 | | Adjusted EBITDA Margin | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | North America | 39.5% | 44.0% | 40.6% | 41.7% | | International | 31.5% | 31.3% | 32.4% | 33.8% | | Consolidated total | 35.2% | 37.8% | 35.8% | 36.8% | - Consolidated Adjusted EBITDA decreased by $11.8 million (5.5%) for Q2 2025 and $2.2 million (0.5%) for H1 2025, primarily due to higher costs (data acquisition, personnel) partially offset by revenue growth and lower cloud infrastructure costs[216][217] Consolidated - Consolidated net loss margin on a GAAP basis was 5.8% for Q2 2025 (down 300 bps) and 4.2% for H1 2025 (down 70 bps) compared to prior year periods[216][217] - Consolidated Adjusted EBITDA decreased by $11.8 million (5.5%) for Q2 2025 and $2.2 million (0.5%) for H1 2025[216][217] - Consolidated Adjusted EBITDA margin was 35.2% for Q2 2025 (down 260 bps) and 35.8% for H1 2025 (down 100 bps)[216][217] North America Segment - North America Adjusted EBITDA decreased by $20.9 million (11.7%) for Q2 2025 and $6.8 million (2.1%) for H1 2025, primarily due to higher data acquisition costs and net personnel costs, and lower revenue[218][219] - North America Adjusted EBITDA margin was 39.5% for Q2 2025 (down 450 bps) and 40.6% for H1 2025 (down 110 bps)[218][219] International Segment - International Adjusted EBITDA increased by $5.2 million (9.5%) for Q2 2025 and $1.4 million (1.2%) for H1 2025, driven by revenue growth, partially offset by higher net personnel and data acquisition costs[220][221] - International Adjusted EBITDA margin was 31.5% for Q2 2025 (up 20 bps) and 32.4% for H1 2025 (down 140 bps)[220][221] Corporate and Other - Corporate Adjusted EBITDA loss improved by $3.9 million (27.6%) for Q2 2025 and $3.2 million (10.7%) for H1 2025, primarily due to lower net personnel costs[222][223] Interest Income (Expense) — Net | Interest Income (Expense) – Net (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Interest income | $1.8 | $1.2 | $3.3 | $2.8 | | Interest expense | $(50.3) | $(59.0) | $(103.2) | $(144.3) | | Interest income (expense) – net | $(48.5) | $(57.8) | $(99.9) | $(141.5) | - Interest expense decreased by $8.7 million for Q2 2025 due to reduced interest rates and higher amortization loss in the prior year from interest rate swap amendments[224] - Interest expense decreased by $41.1 million for H1 2025, primarily due to a $37.1 million write-off of debt issuance costs in the prior year and reduced interest rates, partially offset by higher amortization loss from interest rate swap amendments in the current year[225] Other income (expense) - net | Other Income (Expense) – Net (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Non-operating pension-related income | $5.9 | $5.1 | $11.6 | $10.0 | | Miscellaneous other income (expense) – net | $(4.2) | $(3.7) | $(8.6) | $(8.5) | | Total Other income (expense) – net | $1.7 | $1.4 | $3.0 | $1.5 | - Non-operating pension-related income increased by $0.8 million for Q2 2025 and $1.6 million for H1 2025, primarily due to higher expected return on plan assets[226] - Miscellaneous other income (expense) - net increased by $0.5 million for Q2 2025 and $0.1 million for H1 2025, mainly due to lower dividends received from cost investments, partially offset by lower fees related to the accounts receivable securitization facility[227] Provision for Income Taxes - The effective tax rate for Q2 2025 was 3.4% (tax benefit of $1.2 million) compared to 15.0% for Q2 2024, primarily due to increased tax rates in certain U.S. states[228] - The effective tax rate for H1 2025 was 1.6% (tax benefit of $0.8 million) compared to 54.6% for H1 2024, due to increased U.S. state tax rates and higher earnings in non-U.S. jurisdictions[229] - The company is currently assessing the impact of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, which introduces significant changes to U.S. federal income tax law[230][231] Net Income (Loss) - Net loss attributable to Dun & Bradstreet Holdings, Inc. increased to $33.7 million (EPS of $(0.08)) for Q2 2025, from $16.4 million (EPS of $(0.04)) for Q2 2024[232] - Net loss attributable to Dun & Bradstreet Holdings, Inc. increased to $49.5 million (EPS of $(0.11)) for H1 2025, from $39.6 million (EPS of $(0.09)) for H1 2024[233] - The higher loss in Q2 2025 was primarily due to lower operating income and lower tax benefit, partially offset by lower net interest expense[232] - The higher loss in H1 2025 was primarily due to lower tax benefit and reduced operating income, partially offset by lower net interest expense (driven by prior year debt issuance cost write-off)[233] Adjusted Net Income and Adjusted Net Earnings per Diluted Share | Adjusted Net Income (in millions) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Adjusted net income | $81.8 | $99.1 | $172.7 | $184.1 | | Adjusted net earnings per diluted share | $0.19 | $0.23 | $0.39 | $0.42 | - Adjusted net income decreased to $81.8 million (EPS of $0.19) for Q2 2025, from $99.1 million (EPS of $0.23) for Q2 2024, primarily due to lower Adjusted EBITDA and higher depreciation and amortization, partially offset by lower interest and tax expense[234] - Adjusted net income decreased to $172.7 million (EPS of $0.39) for H1 2025, from $184.1 million (EPS of $0.42) for H1 2024, primarily due to higher depreciation and amortization and lower Adjusted EBITDA, partially offset by lower interest expense[235] Liquidity and Capital Resources The company's primary liquidity sources are operating cash flows, cash on hand, and its credit facility, used for working capital, capital investments, debt service, and acquisitions. It expects sufficient liquidity for the next twelve months. Cash and cash equivalents totaled $278.7 million at June 30, 2025, with a significant portion held by foreign operations. Operating cash flows increased in H1 2025, while net cash used in investing activities decreased, and net cash used in financing activities increased Overview - Primary liquidity sources include cash flows from operating activities, cash and cash equivalents on hand, and short-term borrowings under the senior secured credit facility[236] - Principal uses of liquidity are working capital, capital investments (including computer software), debt service, business acquisitions, and other general corporate purposes[236] - The company believes cash provided by operating activities, supplemented by financing arrangements, will be sufficient to meet short-term needs for at least the next twelve months[237] - Exposure to interest rate variability is mitigated by interest rate swaps, reducing net exposure to approximately $10 million for a 100 basis point change[239][243] Cash Flow Overview - Cash and cash equivalents totaled $278.7 million as of June 30, 2025, with $264.7 million held by foreign operations[240] | Cash Flows (in millions) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | $ Increase (decrease) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $213.2 | $195.6 | $17.6 | | Net cash provided by (used in) investing activities | $(80.5) | $(112.1) | $31.6 | | Net cash provided by (used in) financing activities | $(72.7) | $(6.5) | $(66.2) | | Total cash provided during the period before FX | $60.0 | $77.0 | $(17.0) | Cash Provided by (Used in) Operating Activities - Operating cash flows increased by $17.6 million for the six months ended June 30, 2025, primarily due to changes in the AR Securitization facility, lower interest payments, and improved working capital (higher accounts receivable collections), partially offset by higher income tax payments[242] Cash Provided by (Used in) Investing Activities - Net cash used in investing activities decreased by $31.6 million for the six months ended June 30, 2025, primarily due to lower additions to computer software ($26.2 million) and higher net cash received from foreign exchange contract settlements ($5.3 million)[244] Cash Provided by (Used in) Financing Activities - Net cash used in financing activities increased by $66.2 million for the six months ended June 30, 2025, primarily due to higher net debt issuance proceeds in the prior year and higher net payments from the Revolving Facility in the current year, partially offset by lower term loan repayments and reduced payments for dividends and share repurchases[245] Capital Resources and Debt | Borrowings (in millions) | June 30, 2025 Carrying Value | December 31, 2024 Carrying Value | | :----------------------- | :----------------------------- | :----------------------------- | | Total short-term debt | $31.0 | $31.0 | | Total long-term debt | $3,474.7 | $3,497.7 | | Total debt | $3,505.7 | $3,528.7 | Contractual Obligations - During the three and six months ended June 30, 2025, the company entered into data contracts with an aggregate commitment of approximately $59 million and $141 million, respectively, over the next five years[91][247] Off-Balance Sheet Arrangements - The company does not have any off-balance sheet arrangements other than its foreign exchange forward contracts, interest rate swaps, and cross-currency swaps[248] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's market risks primarily involve changes in currency exchange rates, market value of investments, and interest rates on borrowing costs and fair value calculations. As of June 30, 2025, no material changes in these market risks have occurred compared to the disclosure in the Annual Report on Form 10-K filed on February 21, 2025 - No material changes in market risks (foreign exchange rates, market value of investments, interest rates) occurred as of June 30, 2025, compared to the Annual Report on Form 10-K filed on February 21, 2025[249] Item 4. Controls and Procedures The CEO and CFO evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective in providing reasonable assurance for timely and accurate reporting. There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[254] - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[255] PART II. OTHER INFORMATION Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 17 to the condensed consolidated financial statements - Information on legal proceedings is included in Note 17 — Contingencies[256] Item 1A. Risk Factors There have been no material changes in the company's risk factors since its Annual Report on Form 10-K filed on February 21, 2025 - No material changes in risk factors have occurred since the Annual Report on Form 10-K filed on February 21, 2025[257] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There was no share repurchase activity during the three months ended June 30, 2025. The 2024 Stock Repurchase Program was suspended subsequent to the definitive agreement with Clearlake on March 23, 2025 - No shares were repurchased during the three months ended June 30, 2025[258][259] - The 2024 Stock Repurchase Program was suspended after the definitive agreement with Clearlake on March 23, 2025[259] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[260] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[261] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 trading arrangement for the purchase or sale of company securities during the second quarter of 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement for company securities in Q2 2025[261] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and the Inline Extensible Business Reporting Language (iXBRL) formatted financial statements - Exhibits include certifications from the CEO (31.1, 32.1) and CFO (31.2, 32.2) pursuant to Sarbanes-Oxley Act[262] - Exhibit 101 contains the Condensed Consolidated Financial Statements formatted in Inline Extensible Business Reporting Language (iXBRL)[262]