DFIN Donnelley Financial Solutions Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 2, 2023

 

Donnelley Financial Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-37728		36-4829638
(Commission File Number)		(IRS Employer Identification No.)
35 West Wacker Drive,
Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

 

(800) 823-5304

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		DFIN		NYSE

 

 

 

 

 

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Item 2.02. Results of Operations and Financial Condition

On August 2, 2023, Donnelley Financial Solutions, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the second quarter ended June 30, 2023.

Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.

Item 9.01. Financial Statements and Exhibits

99.1		Press Release issued by Donnelley Financial Solutions, Inc. on August 2, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				DONNELLEY FINANCIAL SOLUTIONS, INC.
Date: August 2, 2023		By:		/s/ DAVID A. GARDELLA
				David A. Gardella
				Chief Financial Officer

 

 

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Exhibit 99.1

 

 

DFIN Reports Second-Quarter 2023 Results

 

CHICAGO – August 2, 2023 – Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company” or "DFIN") today reported financial results for the second quarter of 2023.

Highlights:

 

(a) Organic net sales, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures that exclude the impact of certain items noted in the reconciliation tables below. The tables below provide reconciliations to the most comparable GAAP measures.

 

“We are pleased with our second-quarter results, including the acceleration of software solutions net sales, which resulted in record quarterly net sales in software solutions. Total software solutions net sales increased 5.7%, or 7.9% on an organic basis, compared to the second quarter of 2022, with growth in both our recurring compliance and transactional software offerings exceeding the trend from the last several quarters. Recurring compliance software featuring ActiveDisclosure and Arc Suite delivered net sales growth of approximately 9% in aggregate. Venue net sales grew nearly 9% in the second quarter, significantly outpacing the market for its primary use case, mergers and acquisitions. Additionally, the demand for our capital markets traditional compliance offering remained robust during this year’s peak filing season, enabling us to exceed last year’s very strong second-quarter compliance sales,” said Daniel N. Leib, DFIN’s president and chief executive officer.

 

Leib continued, “Our results in the second quarter further demonstrate our ability to sustainably operate at a higher level of profitability in challenging market conditions. We delivered an Adjusted EBITDA margin of 30.7% in the second quarter, despite a nearly 40% reduction in transactional revenue driven by the ongoing weakness in the capital markets transactions environment. Our strong margin performance in the quarter reflects the combination of our ongoing migration to a more favorable sales mix, permanent reductions to our cost structure, and operating efficiencies, while also investing to drive recurring revenue growth.”

 

“As we enter the second half of the year, we are pleased with the momentum in our software solutions net sales and believe we are well positioned for future growth. Further, we are encouraged by the level of capital markets transactional activity so far in the third quarter, a continuation of the improvement we saw in June.” Leib concluded.

Net Sales

Net sales in the second quarter of 2023 were $242.1 million, a decrease of $24.1 million, or 9.1% (a decrease of 8.3% on an organic basis), from the second quarter of 2022. Net sales decreased primarily due to lower capital markets transactional volumes, which decreased approximately $28.1 million year-over-year, and the impact of the EdgarOnline disposition, partially offset by higher software solutions net sales in Arc Suite, Venue, and ActiveDisclosure.

Net Earnings

For the second quarter of 2023, net earnings were $37.7 million, or $1.24 per diluted share, as compared to $46.0 million, or $1.42 per diluted share, in the second quarter of 2022. Net earnings in the second quarter of 2023 included after-tax charges of $2.9 million, or $0.10 per diluted share, primarily related to share-based compensation expense, partially offset by a credit in restructuring, impairment and other charges, net. Net earnings in the second quarter of 2022 included after-tax charges of $3.9 million, or $0.12 per diluted share, primarily related to share-based compensation expense.

 

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Adjusted EBITDA and Non-GAAP Net Earnings

For the second quarter of 2023, Adjusted EBITDA was $74.3 million, a decrease of $8.3 million as compared to the second quarter of 2022. Adjusted EBITDA margin was 30.7%, a decrease of approximately 30 basis points as compared to the second quarter of 2022.

For the second quarter of 2023, non-GAAP net earnings were $40.6 million, or $1.34 per diluted share, as compared to $49.9 million, or $1.54 per diluted share, in the second quarter of 2022.

Reconciliations of net earnings to Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP net earnings are presented in the tables.

Company Results and Conference Call

DFIN's earnings press release for the second quarter of 2023, which is included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that has been furnished to the SEC on August 2, 2023, is available on the Company's investor relations website at investor.dfinsolutions.com. A supplemental trending schedule of historical results, including additional breakouts of segment-level net sales, is also available on the Company's investor relations website.

DFIN will hold a conference call and webcast on August 2, 2023, at 9:00 a.m. Eastern time to discuss financial results for the second quarter of 2023, provide a general business update and respond to analyst questions.

 

A live webcast of the call will also be available on the Company’s investor relations website. Please visit investor.dfinsolutions.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.

 

If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company’s investor relations website, along with the earnings press release, and related financial tables.

 

About DFIN

 

DFIN is a leading global risk and compliance solutions company. We provide domain expertise, enterprise software, and data analytics for every stage of our clients’ business and investment lifecycles. Markets fluctuate, regulations evolve, technology advances, and through it all, DFIN delivers confidence with the right solutions in moments that matter. Learn about DFIN’s end-to-end risk and compliance solutions online at DFINsolutions.com or you can also follow us on Twitter @DFINSolutions or on LinkedIn.

Investor Contact:

Mike Zhao

Investor Relations

investors@dfinsolutions.com

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Use of Non-GAAP Information

This news release contains certain non-GAAP financial measures, including non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP selling, general, and administrative expenses (“SG&A”), adjusted non-GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP effective tax rate, adjusted non-GAAP net earnings, adjusted non-GAAP diluted earnings per share, Free Cash Flow and organic net sales. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business.

The Company’s non-GAAP statement of operations measures, which include non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP SG&A, adjusted non-GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP effective tax rate, adjusted non-GAAP net earnings and adjusted non-GAAP diluted earnings per share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company’s non-income tax, net, accelerated rent expense, share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges, net and gain or loss on certain investments, business sales and asset sales.

Free Cash Flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company’s ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity.

Organic net sales is a non-GAAP financial measure and is defined by the Company as reported net sales adjusted for the changes in foreign currency exchange rates and the impact of dispositions.

These non-GAAP financial measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

Use of Forward-Looking Statements

This news release includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of DFIN and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about DFIN management’s beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While DFIN believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond DFIN’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from DFIN’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in DFIN periodic public filings with the SEC, including but not limited to those discussed under "Special Note Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors of DFIN's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, those discussed under “Special Note Regarding Forward-Looking Statements” in DFIN’s Quarterly Reports on Form 10-Q, and in other investor communications of DFIN’s from time to time. DFIN does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Condensed Consolidated Balance Sheets

(UNAUDITED)

(in millions, except per share data)

		June 30, 2023				December 31, 2022
Assets
Cash and cash equivalents		$	19.4			$	34.2
Receivables, less allowances for expected losses of $17.8 in 2023 (2022 - $17.1)			243.1				163.5
Prepaid expenses and other current assets			30.9				28.1
Assets held for sale			2.6				2.6
Total current assets			296.0				228.4
Property, plant and equipment, net			16.4				17.6
Operating lease right-of-use assets			26.7				33.3
Software, net			82.6				75.6
Goodwill			406.0				405.8
Other intangible assets, net			6.6				7.8
Deferred income taxes, net			38.7				33.4
Other noncurrent assets			29.2				26.4
Total assets		$	902.2			$	828.3
Liabilities
Accounts payable		$	51.6			$	49.2
Operating lease liabilities			15.1				16.3
Accrued liabilities			142.4				159.3
Total current liabilities			209.1				224.8
Long-term debt			219.8				169.2
Deferred compensation liabilities			14.4				13.6
Pension and other postretirement benefits plans liabilities			41.3				42.9
Noncurrent operating lease liabilities			21.2				28.4
Other noncurrent liabilities			20.4				19.9
Total liabilities			526.2				498.8
Equity
Preferred stock, $0.01 par value
Authorized: 1.0 shares; Issued: None			—				—
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued and outstanding: 37.9 shares and 29.4 shares in 2023 (2022 - 36.9 shares and 28.9 shares)			0.4				0.4
Treasury stock, at cost: 8.5 shares in 2023 (2022 - 8.0 shares)			(242.3	)			(221.8	)
Additional paid-in capital			292.3				280.2
Retained earnings			407.4				353.9
Accumulated other comprehensive loss			(81.8	)			(83.2	)
Total equity			376.0				329.5
Total liabilities and equity		$	902.2			$	828.3

 

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Condensed Consolidated Statements of Operations

(UNAUDITED)

(in millions, except per share data)

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Net sales
Tech-enabled services		$	104.5			$	133.3			$	182.9			$	225.0
Software solutions			75.7				71.6				145.8				141.4
Print and distribution			61.9				61.3				112.0				110.8
Total net sales			242.1				266.2				440.7				477.2
Cost of sales (a)
Tech-enabled services			37.0				40.2				70.3				77.9
Software solutions			26.9				28.6				55.3				56.1
Print and distribution			34.3				42.9				62.9				76.6
Total cost of sales			98.2				111.7				188.5				210.6
Selling, general and administrative expenses (a)			76.2				77.4				146.7				141.7
Depreciation and amortization			14.4				11.2				26.8				21.9
Restructuring, impairment and other charges, net			(2.2	)			0.2				8.7				2.0
Other operating income, net			(0.1	)			(0.2	)			(0.4	)			(0.2	)
Income from operations			55.6				65.9				70.4				101.2
Interest expense, net			4.6				2.1				8.1				3.6
Investment and other income, net			(0.3	)			(0.3	)			(7.2	)			(0.5	)
Earnings before income taxes			51.3				64.1				69.5				98.1
Income tax expense			13.6				18.1				16.0				25.7
Net earnings		$	37.7			$	46.0			$	53.5			$	72.4
Net earnings per share:
Basic		$	1.28			$	1.46			$	1.83			$	2.25
Diluted		$	1.24			$	1.42			$	1.76			$	2.17
Weighted average number of common shares outstanding:
Basic			29.5				31.5				29.3				32.2
Diluted			30.4				32.4				30.4				33.4

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		Three Months Ended June 30,								Six Months Ended June 30,
Components of depreciation and amortization:		2023				2022				2023				2022
Cost of sales		$	12.8			$	10.4			$	24.3			$	20.4
Selling, general and administrative expenses			1.6				0.8				2.5				1.5
Total depreciation and amortization		$	14.4			$	11.2			$	26.8			$	21.9
Additional information:
Gross profit (b)		$	131.1			$	144.1			$	227.9			$	246.2
Exclude: Depreciation and amortization			12.8				10.4				24.3				20.4
Non-GAAP gross profit		$	143.9			$	154.5			$	252.2			$	266.6
Gross margin (b)			54.2	%			54.1	%			51.7	%			51.6	%
Non-GAAP gross margin			59.4	%			58.0	%			57.2	%			55.9	%
SG&A as a % of total net sales (a)			31.5	%			29.1	%			33.3	%			29.7	%
Operating margin			23.0	%			24.8	%			16.0	%			21.2	%
Effective tax rate			26.5	%			28.2	%			23.0	%			26.2	%

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of GAAP to Non-GAAP Measures

For the Three and Six Months Ended June 30, 2023

(UNAUDITED)

(in millions, except per share data)

	For the Three Months Ended June 30, 2023
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	131.1			$	76.2			$	55.6				23.0	%		$	37.7			$	1.24
Exclude: Depreciation and amortization		12.8
Non-GAAP measures		143.9
Non-GAAP % of total net sales		59.4	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				(2.2	)			(0.9	%)			(1.4	)			(0.04	)
Share-based compensation expense		—				(6.7	)			6.7				2.8	%			4.7				0.15
Accelerated rent expense		0.1				—				0.1				—				0.1				—
Non-income tax, net		—				0.2				(0.2	)			(0.1	%)			(0.2	)			(0.01	)
Gain on sale of long-lived assets		—				—				(0.1	)			—				(0.1	)			—
Gain on investments in equity securities (c)		—				—				—				—				(0.2	)			(0.01	)
Total Non-GAAP adjustments (b)		0.1				(6.5	)			4.3				1.8	%			2.9				0.10
Adjusted Non-GAAP measures (b)	$	144.0			$	69.7			$	59.9				24.7	%		$	40.6			$	1.34
	For the Six Months Ended June 30, 2023
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	227.9			$	146.7			$	70.4				16.0	%		$	53.5			$	1.76
Exclude: Depreciation and amortization		24.3
Non-GAAP measures		252.2
Non-GAAP % of total net sales		57.2	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				8.7				2.0	%			6.4				0.21
Share-based compensation expense		—				(11.0	)			11.0				2.5	%			4.9				0.16
Accelerated rent expense		0.5				(0.1	)			0.6				0.1	%			0.4				0.01
Gain on sale of long-lived assets		—				—				(0.4	)			(0.1	%)			(0.3	)			(0.01	)
Non-income tax, net		—				0.4				(0.4	)			(0.1	%)			(0.3	)			(0.01	)
Gain on investments in equity securities (c)		—				—				—				—				(5.0	)			(0.16	)
Total non-GAAP adjustments (b)		0.5				(10.7	)			19.5				4.4	%			6.1				0.20
Adjusted non-GAAP measures (b)	$	252.7			$	136.0			$	89.9				20.4	%		$	59.6			$	1.96

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of GAAP to Non-GAAP Measures

For the Three and Six Months Ended June 30, 2022

(UNAUDITED)

(in millions, except per share data)

	For the Three Months Ended June 30, 2022
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	144.1			$	77.4			$	65.9				24.8	%		$	46.0			$	1.42
Exclude: Depreciation and amortization		10.4
Non-GAAP measures		154.5
Non-GAAP % of total net sales		58.0	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				0.2				0.1	%			0.1				—
Share-based compensation expense		—				(5.9	)			5.9				2.2	%			4.2				0.13
COVID-19 related recoveries		(0.1	)			0.1				(0.2	)			(0.1	%)			(0.1	)			—
Gain on sale of long-lived assets		—				—				(0.2	)			(0.1	%)			(0.2	)			(0.01	)
Non-income tax, net		—				0.2				(0.2	)			(0.1	%)			(0.1	)			—
Total Non-GAAP adjustments (b)		(0.1	)			(5.6	)			5.5				2.1	%			3.9				0.12
Adjusted Non-GAAP measures (b)	$	154.4			$	71.8			$	71.4				26.8	%		$	49.9			$	1.54
	For the Six Months Ended June 30, 2022
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	246.2			$	141.7			$	101.2				21.2	%		$	72.4			$	2.17
Exclude: Depreciation and amortization		20.4
Non-GAAP measures		266.6
Non-GAAP % of total net sales		55.9	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				2.0				0.4	%			1.4				0.04
Share-based compensation expense		—				(9.5	)			9.5				2.0	%			5.0				0.15
COVID-19 related recoveries		(0.1	)			0.1				(0.2	)			—				(0.1	)			—
Gain on sale of long-lived assets		—				—				(0.2	)			—				(0.2	)			(0.01	)
Non-income tax, net		—				0.5				(0.5	)			(0.1	%)			(0.3	)			(0.01	)
Total non-GAAP adjustments (b)		(0.1	)			(8.9	)			10.6				2.2	%			5.8				0.17
Adjusted non-GAAP measures (b)	$	266.5			$	132.8			$	111.8				23.4	%		$	78.2			$	2.34

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Segment GAAP to Non-GAAP Reconciliation and Supplementary Information

For the Three Months Ended June 30, 2023 and 2022

(UNAUDITED)

(in millions)

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Corporate				Consolidated
For the Three Months Ended June 30, 2023
Net sales		$	47.7			$	122.9			$	28.0			$	43.5			$	—			$	242.1
Income (loss) from operations			4.4				47.0				6.7				16.1				(18.6	)			55.6
Operating margin %			9.2	%			38.2	%			23.9	%			37.0	%		nm					23.0	%
Non-GAAP Adjustments
Restructuring, impairment and other charges, net			1.0				(4.0	)			0.7				(0.2	)			0.3				(2.2	)
Share-based compensation expense			—				—				—				—				6.7				6.7
Accelerated rent expense			—				0.1				—				—				—				0.1
Gain on sale of long-lived assets			—				(0.1	)			—				—				—				(0.1	)
Non-income tax, net			(0.1	)			—				(0.1	)			—				—				(0.2	)
Total Non-GAAP adjustments			0.9				(4.0	)			0.6				(0.2	)			7.0				4.3
Non-GAAP income (loss) from operations		$	5.3			$	43.0			$	7.3			$	15.9			$	(11.6	)		$	59.9
Non-GAAP operating margin %			11.1	%			35.0	%			26.1	%			36.6	%		nm					24.7	%
Depreciation and amortization			7.9				1.9				3.4				1.2				—				14.4
Adjusted EBITDA		$	13.2			$	44.9			$	10.7			$	17.1			$	(11.6	)		$	74.3
Adjusted EBITDA margin %			27.7	%			36.5	%			38.2	%			39.3	%		nm					30.7	%
Capital expenditures		$	6.3			$	1.9			$	3.8			$	0.7			$	0.5			$	13.2
For the Three Months Ended June 30, 2022
Net sales		$	46.3			$	150.0			$	25.3			$	44.6			$	—			$	266.2
Income (loss) from operations			3.1				60.5				5.9				13.7				(17.3	)			65.9
Operating margin %			6.7	%			40.3	%			23.3	%			30.7	%		nm					24.8	%
Non-GAAP Adjustments
Restructuring, impairment and other charges, net			0.2				—				—				(0.2	)			0.2				0.2
Share-based compensation expense			—				—				—				—				5.9				5.9
COVID-19 related recoveries			—				(0.2	)			—				—				—				(0.2	)
Gain on sale of long-lived assets			—				(0.2	)			—				—				—				(0.2	)
Non-income tax, net			(0.1	)			—				(0.1	)			—				—				(0.2	)
Total Non-GAAP adjustments			0.1				(0.4	)			(0.1	)			(0.2	)			6.1				5.5
Non-GAAP income (loss) from operations		$	3.2			$	60.1			$	5.8			$	13.5			$	(11.2	)		$	71.4
Non-GAAP operating margin %			6.9	%			40.1	%			22.9	%			30.3	%		nm					26.8	%
Depreciation and amortization			5.6				1.7				2.8				1.1				—				11.2
Adjusted EBITDA		$	8.8			$	61.8			$	8.6			$	14.6			$	(11.2	)		$	82.6
Adjusted EBITDA margin %			19.0	%			41.2	%			34.0	%			32.7	%		nm					31.0	%
Capital expenditures		$	7.5			$	2.0			$	4.2			$	0.7			$	0.5			$	14.9

__________

nm - Not meaningful

 

 

8

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Segment GAAP to Non-GAAP Reconciliation and Supplementary Information

For the Six Months Ended June 30, 2023 and 2022

(UNAUDITED)

(in millions)

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Corporate				Consolidated
For the Six Months Ended June 30, 2023
Net sales		$	91.4			$	217.0			$	54.4			$	77.9			$	—			$	440.7
Income (loss) from operations			3.8				63.6				11.7				24.2				(32.9	)			70.4
Operating margin %			4.2	%			29.3	%			21.5	%			31.1	%		nm					16.0	%
Non-GAAP Adjustments
Restructuring, impairment and other charges, net			3.0				4.3				0.6				—				0.8				8.7
Share-based compensation expense			—				—				—				—				11.0				11.0
Accelerated rent expense			—				0.6				—				—				—				0.6
Gain on sale of long-lived assets			—				(0.4	)			—				—				—				(0.4	)
Non-income tax, net			(0.3	)			—				(0.1	)			—				—				(0.4	)
Total Non-GAAP adjustments			2.7				4.5				0.5				—				11.8				19.5
Non-GAAP income (loss) from operations		$	6.5			$	68.1			$	12.2			$	24.2			$	(21.1	)		$	89.9
Non-GAAP operating margin %			7.1	%			31.4	%			22.4	%			31.1	%		nm					20.4	%
Depreciation and amortization			14.1				3.7				6.7				2.3				—				26.8
Adjusted EBITDA		$	20.6			$	71.8			$	18.9			$	26.5			$	(21.1	)		$	116.7
Adjusted EBITDA margin %			22.5	%			33.1	%			34.7	%			34.0	%		nm					26.5	%
Capital expenditures		$	11.8			$	3.0			$	7.3			$	1.0			$	0.7			$	23.8
For the Six Months Ended June 30, 2022
Net sales		$	91.0			$	253.6			$	50.4			$	82.2			$	—			$	477.2
Income (loss) from operations			7.4				89.4				12.1				21.8				(29.5	)			101.2
Operating margin %			8.1	%			35.3	%			24.0	%			26.5	%		nm					21.2	%
Non-GAAP Adjustments
Restructuring, impairment and other charges, net			1.0				0.4				0.1				0.2				0.3				2.0
Share-based compensation expense			—				—				—				—				9.5				9.5
COVID-19 related recoveries			—				(0.2	)			—				—				—				(0.2	)
Gain on sale of long-lived assets			—				(0.2	)			—				—				—				(0.2	)
Non-income tax, net			(0.3	)			(0.1	)			(0.1	)			—				—				(0.5	)
Total Non-GAAP adjustments			0.7				(0.1	)			—				0.2				9.8				10.6
Non-GAAP income (loss) from operations		$	8.1			$	89.3			$	12.1			$	22.0			$	(19.7	)		$	111.8
Non-GAAP operating margin %			8.9	%			35.2	%			24.0	%			26.8	%		nm					23.4	%
Depreciation and amortization			10.7				3.2				5.7				2.2				0.1				21.9
Adjusted EBITDA		$	18.8			$	92.5			$	17.8			$	24.2			$	(19.6	)		$	133.7
Adjusted EBITDA margin %			20.7	%			36.5	%			35.3	%			29.4	%		nm					28.0	%
Capital expenditures		$	12.8			$	2.7			$	7.2			$	1.3			$	0.8			$	24.8

__________

nm - Not meaningful

9

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

(in millions)

		For the Six Months Ended June 30,
		2023				2022
Operating Activities
Net earnings		$	53.5			$	72.4
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization			26.8				21.9
Provision for expected losses on accounts receivable			7.7				4.2
Share-based compensation expense			11.0				9.5
Deferred income taxes			(5.5	)			(1.0	)
Net pension plan income			(0.3	)			(0.5	)
Gain on investments in equity securities			(6.9	)			—
Amortization of right-of-use assets			6.7				8.0
Other			0.3				0.5
Changes in operating assets and liabilities:
Accounts receivable, net			(86.7	)			(79.8	)
Prepaid expenses and other current assets			(2.9	)			(5.9	)
Accounts payable			(2.9	)			22.9
Income taxes payable and receivable			0.6				4.1
Accrued liabilities and other			(23.6	)			(52.3	)
Operating lease liabilities			(8.2	)			(9.7	)
Pension and other postretirement benefits plans contributions			(0.9	)			(0.7	)
Net cash used in operating activities			(31.3	)			(6.4	)
Investing Activities
Capital expenditures			(23.8	)			(24.8	)
Proceeds from sales of investments in equity securities			9.9				—
Net cash used in investing activities			(13.9	)			(24.8	)
Financing Activities
Revolving facility borrowings			169.0				209.0
Payments on revolving facility borrowings			(118.5	)			(99.0	)
Treasury share repurchases			(20.6	)			(116.6	)
Proceeds from exercise of stock options			1.3				0.3
Finance lease payments			(1.2	)			(0.9	)
Net cash provided by (used in) financing activities			30.0				(7.2	)
Effect of exchange rate on cash and cash equivalents			0.4				1.7
Net decrease in cash and cash equivalents			(14.8	)			(36.7	)
Cash and cash equivalents at beginning of year			34.2				54.5
Cash and cash equivalents at end of period		$	19.4			$	17.8
Supplemental cash flow information:
Income taxes paid (net of refunds)		$	20.8			$	22.0
Interest paid		$	8.7			$	2.8
Non-cash investing activities:
Capitalized software included in accounts payable		$	5.1			$	1.7
Non-cash consideration from sale of investment in an equity security		$	2.9			$	—

 

Additional Information:
		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2023				2022				2023				2022
Net cash provided by (used in) operating activities		$	20.2			$	45.8			$	(31.3	)		$	(6.4	)
Less: capital expenditures			13.2				14.9				23.8				24.8
Free Cash Flow		$	7.0			$	30.9			$	(55.1	)		$	(31.2	)

 

10

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of Reported to Organic Net Sales - By Segment

(UNAUDITED)

(in millions)

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Consolidated
Reported Net Sales:
For the Three Months Ended June 30, 2023		$	47.7			$	122.9			$	28.0			$	43.5			$	242.1
For the Three Months Ended June 30, 2022		$	46.3			$	150.0			$	25.3			$	44.6			$	266.2
Net sales change			3.0	%			(18.1	%)			10.7	%			(2.5	%)			(9.1	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			—				(0.3	%)			—				(0.2	%)			(0.2	%)
Year-over-year impact of the EOL disposition			(3.5	%)			—				—				—				(0.6	%)
Net organic sales change			6.5	%			(17.8	%)			10.7	%			(2.3	%)			(8.3	%)

 

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Consolidated
Reported Net Sales:
For the Six Months Ended June 30, 2023		$	91.4			$	217.0			$	54.4			$	77.9			$	440.7
For the Six Months Ended June 30, 2022		$	91.0			$	253.6			$	50.4			$	82.2			$	477.2
Net sales change			0.4	%			(14.4	%)			7.9	%			(5.2	%)			(7.6	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			(0.4	%)			(0.5	%)			(0.6	%)			(0.1	%)			(0.4	%)
Year-over-year impact of the EOL disposition			(3.5	%)			—				—				—				(0.7	%)
Net organic sales change			4.3	%			(13.9	%)			8.5	%			(5.1	%)			(6.5	%)

 

 

11

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of Reported to Organic Net Sales - By Services and Products

(UNAUDITED)

(in millions)

		Tech-enabled Services				Software Solutions				Print and Distribution				Consolidated
Reported Net Sales:
For the Three Months Ended June 30, 2023		$	104.5			$	75.7			$	61.9			$	242.1
For the Three Months Ended June 30, 2022		$	133.3			$	71.6			$	61.3			$	266.2
Net sales change			(21.6	%)			5.7	%			1.0	%			(9.1	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			(0.2	%)			—				(0.5	%)			(0.2	%)
Year-over-year impact of the EOL disposition			—				(2.2	%)			—				(0.6	%)
Net organic sales change			(21.4	%)			7.9	%			1.5	%			(8.3	%)

 

		Tech-enabled Services				Software Solutions				Print and Distribution				Consolidated
Reported Net Sales:
For the Six Months Ended June 30, 2023		$	182.9			$	145.8			$	112.0			$	440.7
For the Six Months Ended June 30, 2022		$	225.0			$	141.4			$	110.8			$	477.2
Net sales change			(18.7	%)			3.1	%			1.1	%			(7.6	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			(0.4	%)			(0.5	%)			(0.5	%)			(0.4	%)
Year-over-year impact of the EOL disposition			—				(2.3	%)			—				(0.7	%)
Net organic sales change			(18.3	%)			5.9	%			1.6	%			(6.5	%)

 

12

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of Net Earnings to Adjusted EBITDA

(UNAUDITED)

(in millions)

		For the Twelve Months Ended				For the Three Months Ended
		June 30, 2023				June 30, 2023				March 31, 2023				December 31, 2022				September 30, 2022
Net earnings		$	83.6			$	37.7			$	15.8			$	10.9			$	19.2
Adjustments
Restructuring, impairment and other charges, net			14.4				(2.2	)			10.9				3.1				2.6
Share-based compensation expense			20.8				6.7				4.3				5.4				4.4
Accelerated rent expense			1.4				0.1				0.5				0.6				0.2
Loss on sale of a business			0.7				—				—				0.7				—
Disposition-related expenses			0.1				—				—				0.1				—
Gain on investments in equity securities			(7.4	)			(0.2	)			(6.7	)			—				(0.5	)
Non-income tax, net			(0.8	)			(0.2	)			(0.2	)			(0.2	)			(0.2	)
Gain on sale of long-lived assets			(0.4	)			(0.1	)			(0.3	)			—				—
COVID-19 related recoveries			(0.3	)			—				—				(0.2	)			(0.1	)
Depreciation and amortization			51.2				14.4				12.4				12.7				11.7
Interest expense, net			13.7				4.6				3.5				3.3				2.3
Investment and other income, net			(2.8	)			(0.1	)			(0.2	)			(0.2	)			(2.3	)
Income tax expense			27.1				13.6				2.4				3.1				8.0
Total Non-GAAP adjustments			117.7				36.6				26.6				28.4				26.1
Adjusted EBITDA		$	201.3			$	74.3			$	42.4			$	39.3			$	45.3
Tech-enabled services		$	338.8			$	104.5			$	78.4			$	68.5			$	87.4
Software solutions			284.0				75.7				70.1				68.7				69.5
Print and distribution			174.3				61.9				50.1				30.5				31.8
Total net sales		$	797.1			$	242.1			$	198.6			$	167.7			$	188.7
Adjusted EBITDA margin %			25.3	%			30.7	%			21.3	%			23.4	%			24.0	%

 

13

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Reconciliation of Net Earnings to Adjusted EBITDA

(UNAUDITED)

(in millions)

 

		For the Twelve Months Ended				For the Three Months Ended
		June 30, 2022				June 30, 2022				March 31, 2022				December 31, 2021				September 30, 2021
Net earnings		$	140.2			$	46.0			$	26.4			$	25.6			$	42.2
Adjustments
Restructuring, impairment and other charges, net			12.0				0.2				1.8				6.7				3.3
Share-based compensation expense			20.0				5.9				3.6				5.3				5.2
Non-income tax, net			(1.2	)			(0.2	)			(0.3	)			(0.2	)			(0.5	)
LSC multiemployer pension plans obligations			(2.1	)			—				—				(2.3	)			0.2
Gain on sale of long-lived assets, net			(0.9	)			(0.2	)			—				—				(0.7	)
Gain on investment in an equity security			(0.6	)			—				—				—				(0.6	)
COVID-19 related recoveries			(0.2	)			(0.2	)			—				—				—
Depreciation and amortization			42.3				11.2				10.7				10.4				10.0
Interest expense, net			19.0				2.1				1.5				9.5				5.9
Investment and other income, net			(2.7	)			(0.3	)			(0.2	)			(1.1	)			(1.1	)
Income tax expense			51.7				18.1				7.6				7.4				18.6
Total Non-GAAP adjustments			137.3				36.6				24.7				35.7				40.3
Adjusted EBITDA		$	277.5			$	82.6			$	51.1			$	61.3			$	82.5
Tech-enabled services		$	492.0			$	133.3			$	91.7			$	124.9			$	142.1
Software solutions			284.5				71.6				69.8				73.8				69.3
Print and distribution			181.2				61.3				49.5				34.1				36.3
Total net sales		$	957.7			$	266.2			$	211.0			$	232.8			$	247.7
Adjusted EBITDA margin %			29.0	%			31.0	%			24.2	%			26.3	%			33.3	%

 

14

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Donnelley Financial Solutions, Inc. and Subsidiaries ("DFIN")

Debt and Liquidity Summary

(UNAUDITED)

(in millions)

Total Liquidity		June 30, 2023				December 31, 2022				June 30, 2022
Availability
Stated amount of the Revolving Facility (a)		$	300.0			$	300.0			$	300.0
Less: availability reduction from covenants			—				—				—
Amount available under the Revolving Facility			300.0				300.0				300.0
Usage
Borrowings under the Revolving Facility			95.5				45.0				110.0
Impact on availability related to outstanding    letters of credit			1.0				—				—
Amount used under the Revolving Facility			96.5				45.0				110.0
Availability under the Revolving Facility			203.5				255.0				190.0
Cash and cash equivalents			19.4				34.2				17.8
Net Available Liquidity		$	222.9			$	289.2			$	207.8
Term Loan A Facility		$	125.0			$	125.0			$	125.0
Borrowings under the Revolving Facility			95.5				45.0				110.0
Unamortized debt issuance costs			(0.7	)			(0.8	)			(0.9	)
Total debt		$	219.8			$	169.2			$	234.1
Adjusted EBITDA for the twelve months ended June 30, 2023 and 2022, and the year ended December 31, 2022		$	201.3			$	218.3			$	277.5
Non-GAAP Gross Leverage (defined as total debt divided by Adjusted EBITDA)			1.1	x			0.8	x			0.8	x
Non-GAAP Net Debt (defined as total debt less cash and cash equivalents)			200.4				135.0				216.3
Non-GAAP Net Leverage (defined as non-GAAP Net Debt divided by Adjusted EBITDA)			1.0	x			0.6	x			0.8	x

__________

 

15

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v3.23.2

Document and Entity Information	Aug. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2023
Entity Registrant Name	Donnelley Financial Solutions, Inc.
Entity Central Index Key	0001669811
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock (Par Value $0.01)
Trading Symbol	DFIN
Security Exchange Name	NYSE
Entity File Number	001-37728
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4829638
Entity Address, Address Line One	35 West Wacker Drive
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	800
Local Phone Number	823-5304
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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