Core Insights - The 2025 Middle Market Business Owners Survey Report by Capstone Partners reveals significant insights into the decision-making processes, growth strategies, and financial outlooks of U.S. middle market companies [1][3] Group 1: Economic Concerns and Business Adjustments - For the third consecutive year, 92.5% of CEOs identified inflation as their primary concern affecting company growth [7] - 39.7% of business owners have reduced company expenses in response to tariffs [7] - CEO perspectives on the One Big Beautiful Bill (OBBB) Act are mixed, with 41.4% expecting no impact, 36.7% anticipating negative effects, and 21.9% viewing it positively [7] Group 2: Capital Markets and Growth Strategies - 57.4% of CEOs have engaged in at least one capital markets transaction in the past year to enhance growth and optimize capital structure [7] - Private equity interest in middle market businesses is rising, with 53.9% of business owners reporting contact from a PE firm in the last year [7] - Over half (55.9%) of business owners plan to implement growth strategies in the next 12 months, indicating a shift towards growth rather than just financial stability [7] Group 3: Performance Improvement and M&A Outlook - The need for performance improvement support among business owners has increased by 3.4% compared to the previous year, as they aim to maintain margins and improve operational efficiencies [7] - A record 75.8% of business owners are preparing for an exit, suggesting a potential surge in middle market M&A activity [7] Group 4: Economic Outlook and Revenue Projections - The percentage of CEOs with a very positive outlook on the U.S. economy has risen to 18.7% in 2025, marking the first increase in five years as clarity around interest rates and inflation improves [7] - Business owners anticipate continued revenue growth, with 26.9% projecting a 1-9% year-over-year increase and 27.2% expecting growth of 10-25% [7]

Financial Data and Key Metrics Changes - The company reported total net sales of $218.1 million for Q2 2025, a decrease of $24.6 million or 10.1% from Q2 2024 [12] - Adjusted EBITDA was $76.3 million, a decrease of $10.9 million or 12.5% from the previous year, with an adjusted EBITDA margin of 35%, down approximately 90 basis points from Q2 2024 [15][19] - Free cash flow for the quarter was $51.7 million, an increase of $14.9 million compared to Q2 2024 [23] Business Line Data and Key Metrics Changes - Software Solutions net sales grew approximately 8% year over year, with recurring compliance software offerings growing about 15% [5][12] - Capital Markets Software Solutions segment net sales were $59.1 million, an increase of 3.1% year over year, driven by Active Disclosure [16] - Capital Markets Compliance and Communications Management segment net sales decreased by 17.8% to $93.5 million, primarily due to lower transactional revenue [17] Market Data and Key Metrics Changes - The company experienced a decline in capital markets transactional revenue, which was at the lowest level in its history, with $34.8 million recorded in Q2 [17][18] - The overall transactional activity in Q2 remained well below historical norms, with IPO transactions and large public company M&A deals below last year's levels [18] - The IPO market showed signs of recovery with a total of 14 IPOs greater than $100 million in Q2, but the overall number of IPOs in the first half of 2025 decreased by 14% compared to the same period in 2024 [36][37] Company Strategy and Development Direction - The company is focused on transforming into a leading provider of compliance and regulatory solutions, predominantly through software and services [11] - The strategy includes a shift towards recurring software offerings and improving operational efficiencies while managing costs [11][28] - The company remains committed to its five-year plan updated in February, aiming for a sustainable business model despite ongoing market challenges [11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improving market conditions and a positive trajectory in the second quarter, despite a prolonged downturn in capital markets transactional activity [6][28] - The company anticipates Q3 consolidated net sales in the range of $165 million to $175 million, reflecting a cautious outlook due to lower print and distribution sales [25] - Management highlighted the importance of maintaining a strong balance sheet and robust free cash flow to support long-term value creation [28] Other Important Information - The company repurchased approximately 787,000 shares for $34.3 million during Q2, with a new share repurchase program authorized for up to $150 million [24][25] - Non-GAAP unallocated corporate expenses were $9.7 million, reflecting higher investments in transformation and healthcare expenses [23] Q&A Session Summary Question: Can you provide more detail on the assumptions behind the Q3 guidance? - Management indicated that the guidance for transactional sales in Q3 reflects a cautious optimism based on recent market activity, with a range of $35 million to $40 million [33][34] Question: What is the outlook for the capital markets given the improving pipeline? - Management acknowledged the improving pipeline but emphasized the uncertainty in timing and the need for a conservative outlook [57][58] Question: How does the company view share repurchases moving forward? - Management reiterated that share repurchases are a key component of capital allocation, with a strategy to be more aggressive at lower stock prices [60][62] Question: Any updates on the pension plan annuitization process? - Management confirmed that the annuitization process is underway and expected to occur in Q3, with further updates to be provided [64]