CHICAGO, Nov. 1, 2023
/PRNewswire/ -- Donnelley Financial Solutions, Inc. (NYSE:
DFIN) (the "Company" or "DFIN") today reported financial results
for the third quarter of 2023.
Highlights:
- Record third-quarter software solutions net sales of
$73.2 million, an increase of 5.3%,
or 6.8% on an organic basis(a), from the third quarter
of 2022; Software solutions net sales accounted for 40.7% of total
net sales, up from 36.8% in the third quarter of 2022.
- Third-quarter net earnings of $18.1
million, or $0.60 per diluted
share, as compared to $19.2 million,
or $0.62 per diluted share, in the
third quarter of 2022.
- Third-quarter Adjusted EBITDA(a) of $49.4 million, up $4.1
million, or 9.1%, from the third quarter of 2022;
Third-quarter Adjusted EBITDA margin(a) of 27.4%, up
approximately 340 basis points from the third quarter of 2022.
- Gross leverage(a) of 0.8x and net
leverage(a) of 0.8x as of September 30, 2023.
- During the third quarter, the Company repurchased 310,365
shares for $14.8 million at an
average price of $47.77 per share. As
of September 30, 2023, the remaining
share repurchase authorization was $106.3
million.
(a) Organic net sales, Adjusted EBITDA, Adjusted EBITDA margin,
gross leverage and net leverage 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 consolidated results for the third
quarter, as we continued to execute our strategy to expand the
adoption of our recurring regulatory and compliance offerings to
drive more predictable performance. Total software solutions net
sales increased 5.3%, or 6.8% on an organic basis, compared to the
third quarter of 2022, similar to the growth rate we achieved in
the second quarter of this year. Net sales of our recurring
compliance software platform, which includes ActiveDisclosure and
Arc Suite, increased by approximately 8% in aggregate, led by
approximately 13% growth in Arc Suite net sales. Venue net sales
grew nearly 9% in the third quarter and continued to deliver a much
more consistent level of performance compared to the market for its
primary use case, M&A" said Daniel N.
Leib, DFIN's president and chief executive officer.
Leib continued, "Adjusted EBITDA increased by $4.1 million, or 9.1%, and Adjusted EBITDA margin
expanded to 27.4%, approximately 340 basis points higher than last
year's third quarter, despite continued softness in our
transactional revenue as the market, while improved versus recent
trend, remained weak. Our continued strong margin performance
reflects the combination of our ongoing migration to a more
favorable sales mix, permanent reductions to our cost structure and
operating efficiencies, all of which enable DFIN to sustainably
operate at a higher level of profitability across various market
cycles."
"Moving forward, our focus remains on investing to drive
profitable, recurring revenue growth, including capturing
opportunities from recurring compliance use cases such as Tailored
Shareholder Reports. In mid-October, we launched the initial
release of our Tailored Shareholder Reports' SaaS product,
providing investment company clients an end-to-end financial
reporting solution. In addition to this opportunity, the
combination of our leading compliance software platform and deep
domain service expertise positions DFIN well to capture recurring
revenue opportunities from current and future regulations," Leib
concluded.
Net Sales
Net sales in the third quarter of 2023 were $180.0 million, a decrease of $8.7 million, or 4.6% (a decrease of 4.2% on an
organic basis), from the third quarter of 2022. Net sales decreased
primarily due to lower capital markets transactional volumes, which
decreased approximately $8.8 million
year-over-year, lower capital markets compliance revenue 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 third quarter of 2023, net earnings were $18.1 million, or $0.60 per diluted share, as compared to
$19.2 million, or $0.62 per diluted share, in the third quarter of
2022. Net earnings in the third quarter of 2023 included after-tax
charges of $3.6 million, or
$0.12 per diluted share, primarily
related to share-based compensation expense. Net earnings in the
third quarter of 2022 included after-tax charges of $4.5 million, or $0.15 per diluted share, primarily related to
share-based compensation expense and restructuring, impairment and
other charges, net.
Adjusted EBITDA and Non-GAAP Net Earnings
For the third quarter of 2023, Adjusted EBITDA was $49.4 million, an increase of $4.1 million as compared to the third quarter of
2022. Adjusted EBITDA margin was 27.4%, an increase of
approximately 340 basis points as compared to the third quarter of
2022. The increase in Adjusted EBITDA and Adjusted EBITDA margin
was primarily due to the impact of cost control initiatives, price
uplifts and lower selling expense as a result of the decrease in
sales volume, partially offset by lower Capital Markets -
Compliance and Communications Management segment net sales and
incremental investments to accelerate the Company's
transformation.
For the third quarter of 2023, non-GAAP net earnings were
$21.7 million, or $0.72 per diluted share, as compared to
$23.7 million, or $0.77 per diluted share, in the third quarter of
2022.
Reconciliations of net sales to organic net sales, 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 third 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 November 1, 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 November 1, 2023, at 9:00
a.m. Eastern time to discuss financial results for the third
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 X (formerly Twitter) @DFINSolutions or on
LinkedIn.
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.
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Condensed Consolidated
Balance Sheets
|
|
(UNAUDITED)
|
|
(in millions, except
per share data)
|
|
|
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
Assets
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
11.7
|
|
|
$
|
34.2
|
|
|
Receivables, less
allowances for expected losses of $19.3 in 2023 (2022 -
$17.1)
|
|
|
189.7
|
|
|
|
163.5
|
|
|
Prepaid expenses and
other current assets
|
|
|
25.9
|
|
|
|
28.1
|
|
|
Assets held for
sale
|
|
|
2.6
|
|
|
|
2.6
|
|
|
Total current
assets
|
|
|
229.9
|
|
|
|
228.4
|
|
|
Property, plant and
equipment, net
|
|
|
14.8
|
|
|
|
17.6
|
|
|
Operating lease
right-of-use assets
|
|
|
23.7
|
|
|
|
33.3
|
|
|
Software,
net
|
|
|
86.6
|
|
|
|
75.6
|
|
|
Goodwill
|
|
|
405.8
|
|
|
|
405.8
|
|
|
Other intangible
assets, net
|
|
|
5.6
|
|
|
|
7.8
|
|
|
Deferred income taxes,
net
|
|
|
43.3
|
|
|
|
33.4
|
|
|
Other noncurrent
assets
|
|
|
29.6
|
|
|
|
26.4
|
|
|
Total
assets
|
|
$
|
839.3
|
|
|
$
|
828.3
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
37.2
|
|
|
$
|
49.2
|
|
|
Operating lease
liabilities
|
|
|
14.5
|
|
|
|
16.3
|
|
|
Accrued
liabilities
|
|
|
145.1
|
|
|
|
159.3
|
|
|
Total current
liabilities
|
|
|
196.8
|
|
|
|
224.8
|
|
|
Long-term
debt
|
|
|
165.9
|
|
|
|
169.2
|
|
|
Deferred compensation
liabilities
|
|
|
14.1
|
|
|
|
13.6
|
|
|
Pension and other
postretirement benefits plans liabilities
|
|
|
40.5
|
|
|
|
42.9
|
|
|
Noncurrent operating
lease liabilities
|
|
|
17.6
|
|
|
|
28.4
|
|
|
Other noncurrent
liabilities
|
|
|
19.1
|
|
|
|
19.9
|
|
|
Total
liabilities
|
|
|
454.0
|
|
|
|
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 29.1 shares in 2023 (2022 - 36.9
shares and 28.9 shares)
|
|
|
0.4
|
|
|
|
0.4
|
|
|
Treasury stock, at
cost: 8.8 shares in 2023 (2022 - 8.0 shares)
|
|
|
(257.2)
|
|
|
|
(221.8)
|
|
|
Additional paid-in
capital
|
|
|
299.3
|
|
|
|
280.2
|
|
|
Retained
earnings
|
|
|
425.5
|
|
|
|
353.9
|
|
|
Accumulated other
comprehensive loss
|
|
|
(82.7)
|
|
|
|
(83.2)
|
|
|
Total
equity
|
|
|
385.3
|
|
|
|
329.5
|
|
|
Total liabilities
and equity
|
|
$
|
839.3
|
|
|
$
|
828.3
|
|
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Condensed Consolidated
Statements of Operations
|
|
(UNAUDITED)
|
|
(in millions, except
per share data)
|
|
|
|
Three Months
Ended
September 30,
|
|
|
Nine Months
Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech-enabled
services
|
|
$
|
80.4
|
|
|
$
|
87.4
|
|
|
$
|
263.3
|
|
|
$
|
312.4
|
|
|
Software
solutions
|
|
|
73.2
|
|
|
|
69.5
|
|
|
|
219.0
|
|
|
|
210.9
|
|
|
Print and
distribution
|
|
|
26.4
|
|
|
|
31.8
|
|
|
|
138.4
|
|
|
|
142.6
|
|
|
Total net
sales
|
|
|
180.0
|
|
|
|
188.7
|
|
|
|
620.7
|
|
|
|
665.9
|
|
|
Cost of sales
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech-enabled
services
|
|
|
29.3
|
|
|
|
35.3
|
|
|
|
99.6
|
|
|
|
113.2
|
|
|
Software
solutions
|
|
|
25.9
|
|
|
|
29.0
|
|
|
|
81.2
|
|
|
|
85.1
|
|
|
Print and
distribution
|
|
|
15.7
|
|
|
|
19.6
|
|
|
|
78.6
|
|
|
|
96.2
|
|
|
Total cost of
sales
|
|
|
70.9
|
|
|
|
83.9
|
|
|
|
259.4
|
|
|
|
294.5
|
|
|
Selling, general and
administrative expenses (a)
|
|
|
65.4
|
|
|
|
63.8
|
|
|
|
212.1
|
|
|
|
205.5
|
|
|
Depreciation and
amortization
|
|
|
14.4
|
|
|
|
11.7
|
|
|
|
41.2
|
|
|
|
33.6
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
(0.3)
|
|
|
|
2.6
|
|
|
|
8.4
|
|
|
|
4.6
|
|
|
Other operating income,
net
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
(0.6)
|
|
|
|
(0.2)
|
|
|
Income from
operations
|
|
|
29.8
|
|
|
|
26.7
|
|
|
|
100.2
|
|
|
|
127.9
|
|
|
Interest expense,
net
|
|
|
4.1
|
|
|
|
2.3
|
|
|
|
12.2
|
|
|
|
5.9
|
|
|
Investment and other
income, net
|
|
|
(0.1)
|
|
|
|
(2.8)
|
|
|
|
(7.3)
|
|
|
|
(3.3)
|
|
|
Earnings before
income taxes
|
|
|
25.8
|
|
|
|
27.2
|
|
|
|
95.3
|
|
|
|
125.3
|
|
|
Income tax
expense
|
|
|
7.7
|
|
|
|
8.0
|
|
|
|
23.7
|
|
|
|
33.7
|
|
|
Net
earnings
|
|
$
|
18.1
|
|
|
$
|
19.2
|
|
|
$
|
71.6
|
|
|
$
|
91.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.62
|
|
|
$
|
0.64
|
|
|
$
|
2.44
|
|
|
$
|
2.93
|
|
|
Diluted
|
|
$
|
0.60
|
|
|
$
|
0.62
|
|
|
$
|
2.36
|
|
|
$
|
2.81
|
|
|
Weighted average
number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
29.4
|
|
|
|
29.8
|
|
|
|
29.4
|
|
|
|
31.3
|
|
|
Diluted
|
|
|
30.3
|
|
|
|
30.9
|
|
|
|
30.4
|
|
|
|
32.6
|
|
__________
|
(a)
|
Exclusive of
depreciation and amortization
|
|
|
Three Months
Ended
September 30,
|
|
|
Nine Months
Ended
September 30,
|
|
|
Components of
depreciation and amortization:
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
Cost of
sales
|
|
$
|
12.8
|
|
|
$
|
10.9
|
|
|
$
|
37.1
|
|
|
$
|
31.3
|
|
|
Selling, general and
administrative expenses
|
|
|
1.6
|
|
|
|
0.8
|
|
|
|
4.1
|
|
|
|
2.3
|
|
|
Total depreciation and
amortization
|
|
$
|
14.4
|
|
|
$
|
11.7
|
|
|
$
|
41.2
|
|
|
$
|
33.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
(b)
|
|
$
|
96.3
|
|
|
$
|
93.9
|
|
|
$
|
324.2
|
|
|
$
|
340.1
|
|
|
Exclude: Depreciation
and amortization
|
|
|
12.8
|
|
|
|
10.9
|
|
|
|
37.1
|
|
|
|
31.3
|
|
|
Non-GAAP gross
profit
|
|
$
|
109.1
|
|
|
$
|
104.8
|
|
|
$
|
361.3
|
|
|
$
|
371.4
|
|
|
Gross margin
(b)
|
|
|
53.5
|
%
|
|
|
49.8
|
%
|
|
|
52.2
|
%
|
|
|
51.1
|
%
|
|
Non-GAAP gross
margin
|
|
|
60.6
|
%
|
|
|
55.5
|
%
|
|
|
58.2
|
%
|
|
|
55.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A as a % of
total net sales (a)
|
|
|
36.3
|
%
|
|
|
33.8
|
%
|
|
|
34.2
|
%
|
|
|
30.9
|
%
|
|
Operating
margin
|
|
|
16.6
|
%
|
|
|
14.1
|
%
|
|
|
16.1
|
%
|
|
|
19.2
|
%
|
|
Effective tax
rate
|
|
|
29.8
|
%
|
|
|
29.4
|
%
|
|
|
24.9
|
%
|
|
|
26.9
|
%
|
__________
|
(b)
|
Inclusive of
depreciation and amortization
|
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Reconciliation of GAAP
to Non-GAAP Measures
|
|
For the Three and Nine
Months Ended September 30, 2023
|
|
(UNAUDITED)
|
|
(in millions, except
per share data)
|
|
|
For the Three Months
Ended September 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
|
$
|
96.3
|
|
|
$
|
65.4
|
|
|
$
|
29.8
|
|
|
|
16.6
|
%
|
|
$
|
18.1
|
|
|
$
|
0.60
|
|
|
Exclude: Depreciation
and amortization
|
|
12.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
measures
|
|
109.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP % of total
net sales
|
|
60.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
—
|
|
|
|
—
|
|
|
|
(0.3)
|
|
|
|
(0.2)
|
%
|
|
|
(0.3)
|
|
|
|
(0.01)
|
|
|
Share-based
compensation expense
|
|
—
|
|
|
|
(6.1)
|
|
|
|
6.1
|
|
|
|
3.4
|
%
|
|
|
4.2
|
|
|
|
0.14
|
|
|
Non-income tax,
net
|
|
—
|
|
|
|
0.4
|
|
|
|
(0.4)
|
|
|
|
(0.2)
|
%
|
|
|
(0.2)
|
|
|
|
(0.01)
|
|
|
Gain on sale of
long-lived assets
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
(0.1)
|
%
|
|
|
(0.1)
|
|
|
|
—
|
|
|
Total Non-GAAP
adjustments (b)
|
|
—
|
|
|
|
(5.7)
|
|
|
|
5.2
|
|
|
|
2.9
|
%
|
|
|
3.6
|
|
|
|
0.12
|
|
|
Adjusted Non-GAAP
measures (b)
|
$
|
109.1
|
|
|
$
|
59.7
|
|
|
$
|
35.0
|
|
|
|
19.4
|
%
|
|
$
|
21.7
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 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
|
$
|
324.2
|
|
|
$
|
212.1
|
|
|
$
|
100.2
|
|
|
|
16.1
|
%
|
|
$
|
71.6
|
|
|
$
|
2.36
|
|
|
Exclude: Depreciation
and amortization
|
|
37.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
measures
|
|
361.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP % of total
net sales
|
|
58.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
—
|
|
|
|
—
|
|
|
|
8.4
|
|
|
|
1.4
|
%
|
|
|
6.1
|
|
|
|
0.20
|
|
|
Share-based
compensation expense
|
|
—
|
|
|
|
(17.1)
|
|
|
|
17.1
|
|
|
|
2.8
|
%
|
|
|
9.1
|
|
|
|
0.30
|
|
|
Accelerated rent
expense
|
|
0.5
|
|
|
|
(0.1)
|
|
|
|
0.6
|
|
|
|
0.1
|
%
|
|
|
0.4
|
|
|
|
0.01
|
|
|
Non-income tax,
net
|
|
—
|
|
|
|
0.8
|
|
|
|
(0.8)
|
|
|
|
(0.1)
|
%
|
|
|
(0.5)
|
|
|
|
(0.02)
|
|
|
Gain on sale of
long-lived assets
|
|
—
|
|
|
|
—
|
|
|
|
(0.6)
|
|
|
|
(0.1)
|
%
|
|
|
(0.4)
|
|
|
|
(0.01)
|
|
|
Gain on investments in
equity securities (c)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5.0)
|
|
|
|
(0.16)
|
|
|
Total non-GAAP
adjustments (b)
|
|
0.5
|
|
|
|
(16.4)
|
|
|
|
24.7
|
|
|
|
4.0
|
%
|
|
|
9.7
|
|
|
|
0.31
|
|
|
Adjusted non-GAAP
measures (b)
|
$
|
361.8
|
|
|
$
|
195.7
|
|
|
$
|
124.9
|
|
|
|
20.1
|
%
|
|
$
|
81.3
|
|
|
$
|
2.67
|
|
__________
|
(a)
|
Exclusive of
depreciation and amortization.
|
|
(b)
|
Totals may not foot due
to rounding.
|
|
(c)
|
Gain on investments in
equity securities is recorded within investment and other income,
net on the Company's Unaudited Condensed Consolidated Statements of
Operations.
|
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Reconciliation of GAAP
to Non-GAAP Measures
|
|
For the Three and Nine
Months Ended September 30, 2022
|
|
(UNAUDITED)
|
|
(in millions, except
per share data)
|
|
|
For the Three Months
Ended September 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
|
$
|
93.9
|
|
|
$
|
63.8
|
|
|
$
|
26.7
|
|
|
|
14.1
|
%
|
|
$
|
19.2
|
|
|
$
|
0.62
|
|
|
Exclude: Depreciation
and amortization
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
measures
|
|
104.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP % of total
net sales
|
|
55.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
—
|
|
|
|
—
|
|
|
|
2.6
|
|
|
|
1.4
|
%
|
|
|
2.0
|
|
|
|
0.06
|
|
|
Share-based
compensation expense
|
|
—
|
|
|
|
(4.4)
|
|
|
|
4.4
|
|
|
|
2.3
|
%
|
|
|
3.1
|
|
|
|
0.10
|
|
|
Accelerated rent
expense
|
|
0.1
|
|
|
|
(0.1)
|
|
|
|
0.2
|
|
|
|
0.1
|
%
|
|
|
0.1
|
|
|
|
—
|
|
|
Non-income tax,
net
|
|
—
|
|
|
|
0.2
|
|
|
|
(0.2)
|
|
|
|
(0.1)
|
%
|
|
|
(0.2)
|
|
|
|
(0.01)
|
|
|
COVID-19 related
recoveries
|
|
(0.1)
|
|
|
|
—
|
|
|
|
(0.1)
|
|
|
|
(0.1)
|
%
|
|
|
(0.1)
|
|
|
|
—
|
|
|
Gain on investment in
an equity security (c)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.4)
|
|
|
|
(0.01)
|
|
|
Total Non-GAAP
adjustments (b)
|
|
—
|
|
|
|
(4.3)
|
|
|
|
6.9
|
|
|
|
3.7
|
%
|
|
|
4.5
|
|
|
|
0.15
|
|
|
Adjusted Non-GAAP
measures (b)
|
$
|
104.8
|
|
|
$
|
59.5
|
|
|
$
|
33.6
|
|
|
|
17.8
|
%
|
|
$
|
23.7
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 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
|
$
|
340.1
|
|
|
$
|
205.5
|
|
|
$
|
127.9
|
|
|
|
19.2
|
%
|
|
$
|
91.6
|
|
|
$
|
2.81
|
|
|
Exclude: Depreciation
and amortization
|
|
31.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
measures
|
|
371.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP % of total
net sales
|
|
55.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
—
|
|
|
|
—
|
|
|
|
4.6
|
|
|
|
0.7
|
%
|
|
|
3.4
|
|
|
|
0.10
|
|
|
Share-based
compensation expense
|
|
—
|
|
|
|
(13.9)
|
|
|
|
13.9
|
|
|
|
2.1
|
%
|
|
|
8.1
|
|
|
|
0.25
|
|
|
Accelerated rent
expense
|
|
0.1
|
|
|
|
(0.1)
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
Non-income tax,
net
|
|
—
|
|
|
|
0.7
|
|
|
|
(0.7)
|
|
|
|
(0.1)
|
%
|
|
|
(0.5)
|
|
|
|
(0.02)
|
|
|
COVID-19 related
recoveries
|
|
(0.2)
|
|
|
|
0.1
|
|
|
|
(0.3)
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
(0.01)
|
|
|
Gain on sale of
long-lived assets
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
(0.01)
|
|
|
Gain on investment in
an equity security (c)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.4)
|
|
|
|
(0.01)
|
|
|
Total non-GAAP
adjustments (b)
|
|
(0.1)
|
|
|
|
(13.2)
|
|
|
|
17.5
|
|
|
|
2.6
|
%
|
|
|
10.3
|
|
|
|
0.32
|
|
|
Adjusted non-GAAP
measures (b)
|
$
|
371.3
|
|
|
$
|
192.3
|
|
|
$
|
145.4
|
|
|
|
21.8
|
%
|
|
$
|
101.9
|
|
|
$
|
3.13
|
|
__________
|
(a)
|
Exclusive of
depreciation and amortization.
|
|
(b)
|
Totals may not foot due
to rounding.
|
|
(c)
|
Gain on investment in
an equity security is recorded within investment and other income,
net on the Company's Unaudited Condensed Consolidated Statements of
Operations.
|
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Segment GAAP to
Non-GAAP Reconciliation and Supplementary Information
|
|
For the Three Months
Ended September 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 September 30, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
46.5
|
|
|
$
|
70.1
|
|
|
$
|
26.7
|
|
|
$
|
36.7
|
|
|
$
|
—
|
|
|
$
|
180.0
|
|
|
Income (loss) from
operations
|
|
|
4.9
|
|
|
|
24.9
|
|
|
|
6.6
|
|
|
|
11.2
|
|
|
|
(17.8)
|
|
|
|
29.8
|
|
|
Operating margin
%
|
|
|
10.5
|
%
|
|
|
35.5
|
%
|
|
|
24.7
|
%
|
|
|
30.5
|
%
|
|
nm
|
|
|
|
16.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
(0.5)
|
|
|
|
0.1
|
|
|
|
(0.1)
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
(0.3)
|
|
|
Share-based
compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6.1
|
|
|
|
6.1
|
|
|
Non-income tax,
net
|
|
|
(0.2)
|
|
|
|
(0.1)
|
|
|
|
(0.1)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.4)
|
|
|
Gain on sale of
long-lived assets
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
Total Non-GAAP
adjustments
|
|
|
(0.7)
|
|
|
|
(0.2)
|
|
|
|
(0.2)
|
|
|
|
0.1
|
|
|
|
6.2
|
|
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income (loss)
from operations
|
|
$
|
4.2
|
|
|
$
|
24.7
|
|
|
$
|
6.4
|
|
|
$
|
11.3
|
|
|
$
|
(11.6)
|
|
|
$
|
35.0
|
|
|
Non-GAAP operating
margin %
|
|
|
9.0
|
%
|
|
|
35.2
|
%
|
|
|
24.0
|
%
|
|
|
30.8
|
%
|
|
nm
|
|
|
|
19.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
7.7
|
|
|
|
1.9
|
|
|
|
3.5
|
|
|
|
1.2
|
|
|
|
0.1
|
|
|
|
14.4
|
|
|
Adjusted
EBITDA
|
|
$
|
11.9
|
|
|
$
|
26.6
|
|
|
$
|
9.9
|
|
|
$
|
12.5
|
|
|
$
|
(11.5)
|
|
|
$
|
49.4
|
|
|
Adjusted EBITDA margin
%
|
|
|
25.6
|
%
|
|
|
37.9
|
%
|
|
|
37.1
|
%
|
|
|
34.1
|
%
|
|
nm
|
|
|
|
27.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
|
11.6
|
|
|
$
|
1.8
|
|
|
$
|
5.0
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
19.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended September 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
45.8
|
|
|
$
|
83.3
|
|
|
$
|
23.7
|
|
|
$
|
35.9
|
|
|
$
|
—
|
|
|
$
|
188.7
|
|
|
Income (loss) from
operations
|
|
|
4.4
|
|
|
|
22.2
|
|
|
|
3.9
|
|
|
|
10.5
|
|
|
|
(14.3)
|
|
|
|
26.7
|
|
|
Operating margin
%
|
|
|
9.6
|
%
|
|
|
26.7
|
%
|
|
|
16.5
|
%
|
|
|
29.2
|
%
|
|
nm
|
|
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
0.1
|
|
|
|
1.8
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
0.2
|
|
|
|
2.6
|
|
|
Share-based
compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4.4
|
|
|
|
4.4
|
|
|
Accelerated rent
expense
|
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
Non-income tax,
net
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
COVID-19 related
recoveries
|
|
|
—
|
|
|
|
(0.1)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.1)
|
|
|
Total Non-GAAP
adjustments
|
|
|
(0.1)
|
|
|
|
1.8
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
4.7
|
|
|
|
6.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income (loss)
from operations
|
|
$
|
4.3
|
|
|
$
|
24.0
|
|
|
$
|
4.0
|
|
|
$
|
10.9
|
|
|
$
|
(9.6)
|
|
|
$
|
33.6
|
|
|
Non-GAAP operating
margin %
|
|
|
9.4
|
%
|
|
|
28.8
|
%
|
|
|
16.9
|
%
|
|
|
30.4
|
%
|
|
nm
|
|
|
|
17.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
6.0
|
|
|
|
1.5
|
|
|
|
3.0
|
|
|
|
1.2
|
|
|
|
—
|
|
|
|
11.7
|
|
|
Adjusted
EBITDA
|
|
$
|
10.3
|
|
|
$
|
25.5
|
|
|
$
|
7.0
|
|
|
$
|
12.1
|
|
|
$
|
(9.6)
|
|
|
$
|
45.3
|
|
|
Adjusted EBITDA margin
%
|
|
|
22.5
|
%
|
|
|
30.6
|
%
|
|
|
29.5
|
%
|
|
|
33.7
|
%
|
|
nm
|
|
|
|
24.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
|
6.8
|
|
|
$
|
0.9
|
|
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
1.5
|
|
|
$
|
14.6
|
|
__________
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Segment GAAP to
Non-GAAP Reconciliation and Supplementary Information
|
|
For the Nine Months
Ended September 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 Nine Months
Ended September 30, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
137.9
|
|
|
$
|
287.1
|
|
|
$
|
81.1
|
|
|
$
|
114.6
|
|
|
$
|
—
|
|
|
$
|
620.7
|
|
|
Income (loss) from
operations
|
|
|
8.7
|
|
|
|
88.5
|
|
|
|
18.3
|
|
|
|
35.4
|
|
|
|
(50.7)
|
|
|
|
100.2
|
|
|
Operating margin
%
|
|
|
6.3
|
%
|
|
|
30.8
|
%
|
|
|
22.6
|
%
|
|
|
30.9
|
%
|
|
nm
|
|
|
|
16.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
2.5
|
|
|
|
4.4
|
|
|
|
0.5
|
|
|
|
0.1
|
|
|
|
0.9
|
|
|
|
8.4
|
|
|
Share-based
compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17.1
|
|
|
|
17.1
|
|
|
Accelerated rent
expense
|
|
|
—
|
|
|
|
0.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.6
|
|
|
Non-income tax,
net
|
|
|
(0.5)
|
|
|
|
(0.1)
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.8)
|
|
|
Gain on sale of
long-lived assets
|
|
|
—
|
|
|
|
(0.6)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.6)
|
|
|
Total Non-GAAP
adjustments
|
|
|
2.0
|
|
|
|
4.3
|
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
18.0
|
|
|
|
24.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income (loss)
from operations
|
|
$
|
10.7
|
|
|
$
|
92.8
|
|
|
$
|
18.6
|
|
|
$
|
35.5
|
|
|
$
|
(32.7)
|
|
|
$
|
124.9
|
|
|
Non-GAAP operating
margin %
|
|
|
7.8
|
%
|
|
|
32.3
|
%
|
|
|
22.9
|
%
|
|
|
31.0
|
%
|
|
nm
|
|
|
|
20.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
21.8
|
|
|
|
5.6
|
|
|
|
10.2
|
|
|
|
3.5
|
|
|
|
0.1
|
|
|
|
41.2
|
|
|
Adjusted
EBITDA
|
|
$
|
32.5
|
|
|
$
|
98.4
|
|
|
$
|
28.8
|
|
|
$
|
39.0
|
|
|
$
|
(32.6)
|
|
|
$
|
166.1
|
|
|
Adjusted EBITDA margin
%
|
|
|
23.6
|
%
|
|
|
34.3
|
%
|
|
|
35.5
|
%
|
|
|
34.0
|
%
|
|
nm
|
|
|
|
26.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
|
23.4
|
|
|
$
|
4.8
|
|
|
$
|
12.3
|
|
|
$
|
1.4
|
|
|
$
|
1.1
|
|
|
$
|
43.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
136.8
|
|
|
$
|
336.9
|
|
|
$
|
74.1
|
|
|
$
|
118.1
|
|
|
$
|
—
|
|
|
$
|
665.9
|
|
|
Income (loss) from
operations
|
|
|
11.8
|
|
|
|
111.6
|
|
|
|
16.0
|
|
|
|
32.3
|
|
|
|
(43.8)
|
|
|
|
127.9
|
|
|
Operating margin
%
|
|
|
8.6
|
%
|
|
|
33.1
|
%
|
|
|
21.6
|
%
|
|
|
27.3
|
%
|
|
nm
|
|
|
|
19.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
1.1
|
|
|
|
2.2
|
|
|
|
0.2
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
4.6
|
|
|
Share-based
compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
13.9
|
|
|
|
13.9
|
|
|
Accelerated rent
expense
|
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
Non-income tax,
net
|
|
|
(0.5)
|
|
|
|
(0.1)
|
|
|
|
(0.1)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.7)
|
|
|
COVID-19 related
recoveries
|
|
|
—
|
|
|
|
(0.3)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.3)
|
|
|
Gain on sale of
long-lived assets
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
Total Non-GAAP
adjustments
|
|
|
0.6
|
|
|
|
1.7
|
|
|
|
0.1
|
|
|
|
0.6
|
|
|
|
14.5
|
|
|
|
17.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income (loss)
from operations
|
|
$
|
12.4
|
|
|
$
|
113.3
|
|
|
$
|
16.1
|
|
|
$
|
32.9
|
|
|
$
|
(29.3)
|
|
|
$
|
145.4
|
|
|
Non-GAAP operating
margin %
|
|
|
9.1
|
%
|
|
|
33.6
|
%
|
|
|
21.7
|
%
|
|
|
27.9
|
%
|
|
nm
|
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
16.7
|
|
|
|
4.7
|
|
|
|
8.7
|
|
|
|
3.4
|
|
|
|
0.1
|
|
|
|
33.6
|
|
|
Adjusted
EBITDA
|
|
$
|
29.1
|
|
|
$
|
118.0
|
|
|
$
|
24.8
|
|
|
$
|
36.3
|
|
|
$
|
(29.2)
|
|
|
$
|
179.0
|
|
|
Adjusted EBITDA margin
%
|
|
|
21.3
|
%
|
|
|
35.0
|
%
|
|
|
33.5
|
%
|
|
|
30.7
|
%
|
|
nm
|
|
|
|
26.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
|
19.6
|
|
|
$
|
3.6
|
|
|
$
|
11.8
|
|
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
39.4
|
|
__________
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Condensed Consolidated
Statements of Cash Flows
|
|
(UNAUDITED)
|
|
(in
millions)
|
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
Operating
Activities
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
71.6
|
|
|
$
|
91.6
|
|
|
Adjustments to
reconcile net earnings to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
41.2
|
|
|
|
33.6
|
|
|
Provision for expected
losses on accounts receivable
|
|
|
10.8
|
|
|
|
6.2
|
|
|
Share-based
compensation expense
|
|
|
17.1
|
|
|
|
13.9
|
|
|
Deferred income
taxes
|
|
|
(10.2)
|
|
|
|
0.4
|
|
|
Net pension plan
income
|
|
|
(0.5)
|
|
|
|
(0.7)
|
|
|
Gain on investments in
equity securities
|
|
|
(6.9)
|
|
|
|
—
|
|
|
Amortization of
right-of-use assets
|
|
|
9.5
|
|
|
|
12.1
|
|
|
Other
|
|
|
0.7
|
|
|
|
0.5
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable,
net
|
|
|
(37.0)
|
|
|
|
(20.5)
|
|
|
Prepaid expenses and
other current assets
|
|
|
1.8
|
|
|
|
(3.3)
|
|
|
Accounts
payable
|
|
|
(13.8)
|
|
|
|
4.9
|
|
|
Income taxes payable
and receivable
|
|
|
1.3
|
|
|
|
(1.7)
|
|
|
Accrued liabilities
and other
|
|
|
(22.7)
|
|
|
|
(44.2)
|
|
|
Operating lease
liabilities
|
|
|
(12.3)
|
|
|
|
(14.7)
|
|
|
Pension and other
postretirement benefits plans contributions
|
|
|
(1.4)
|
|
|
|
(1.2)
|
|
|
Net cash provided by
operating activities
|
|
|
49.2
|
|
|
|
76.9
|
|
|
Investing
Activities
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
(43.0)
|
|
|
|
(39.4)
|
|
|
Proceeds from sales of
investments in equity securities
|
|
|
9.9
|
|
|
|
—
|
|
|
Net cash used in
investing activities
|
|
|
(33.1)
|
|
|
|
(39.4)
|
|
|
Financing
Activities
|
|
|
|
|
|
|
|
Revolving facility
borrowings
|
|
|
218.0
|
|
|
|
270.0
|
|
|
Payments on revolving
facility borrowings
|
|
|
(221.5)
|
|
|
|
(202.5)
|
|
|
Treasury share
repurchases
|
|
|
(35.4)
|
|
|
|
(150.0)
|
|
|
Proceeds from exercise
of stock options
|
|
|
1.9
|
|
|
|
0.3
|
|
|
Finance lease
payments
|
|
|
(1.7)
|
|
|
|
(1.4)
|
|
|
Net cash used in
financing activities
|
|
|
(38.7)
|
|
|
|
(83.6)
|
|
|
Effect of exchange rate
on cash and cash equivalents
|
|
|
0.1
|
|
|
|
2.4
|
|
|
Net decrease in cash
and cash equivalents
|
|
|
(22.5)
|
|
|
|
(43.7)
|
|
|
Cash and cash
equivalents at beginning of year
|
|
|
34.2
|
|
|
|
54.5
|
|
|
Cash and cash
equivalents at end of period
|
|
$
|
11.7
|
|
|
$
|
10.8
|
|
|
Supplemental cash
flow information:
|
|
|
|
|
|
|
|
Income taxes paid (net
of refunds)
|
|
$
|
32.4
|
|
|
$
|
34.4
|
|
|
Interest
paid
|
|
$
|
12.8
|
|
|
$
|
4.9
|
|
|
Non-cash investing
activities:
|
|
|
|
|
|
|
|
Non-cash consideration
from sale of investment in an equity security
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
Capitalized software
included in accounts payable
|
|
$
|
1.7
|
|
|
$
|
1.4
|
|
|
Additional
Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended
September 30,
|
|
|
For the Nine Months
Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
2023
|
|
|
2022
|
|
|
Net cash provided by
operating activities
|
|
$
|
80.5
|
|
|
$
|
83.3
|
|
|
$
|
49.2
|
|
|
$
|
76.9
|
|
|
Less: capital
expenditures
|
|
|
19.2
|
|
|
|
14.6
|
|
|
|
43.0
|
|
|
|
39.4
|
|
|
Free Cash
Flow
|
|
$
|
61.3
|
|
|
$
|
68.7
|
|
|
$
|
6.2
|
|
|
$
|
37.5
|
|
|
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 September 30, 2023
|
|
$
|
46.5
|
|
|
$
|
70.1
|
|
|
$
|
26.7
|
|
|
$
|
36.7
|
|
|
$
|
180.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended September 30, 2022
|
|
$
|
45.8
|
|
|
$
|
83.3
|
|
|
$
|
23.7
|
|
|
$
|
35.9
|
|
|
$
|
188.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
change
|
|
|
1.5
|
%
|
|
|
(15.8)
|
%
|
|
|
12.7
|
%
|
|
|
2.2
|
%
|
|
|
(4.6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary
non-GAAP information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of changes in foreign exchange rates
|
|
|
0.4
|
%
|
|
|
0.2
|
%
|
|
|
1.3
|
%
|
|
|
—
|
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of the EOL disposition
|
|
|
(3.3)
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net organic sales
change
|
|
|
4.4
|
%
|
|
|
(16.0)
|
%
|
|
|
11.4
|
%
|
|
|
2.2
|
%
|
|
|
(4.2)
|
%
|
|
|
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 Nine Months
Ended September 30, 2023
|
|
$
|
137.9
|
|
|
$
|
287.1
|
|
|
$
|
81.1
|
|
|
$
|
114.6
|
|
|
$
|
620.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, 2022
|
|
$
|
136.8
|
|
|
$
|
336.9
|
|
|
$
|
74.1
|
|
|
$
|
118.1
|
|
|
$
|
665.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
change
|
|
|
0.8
|
%
|
|
|
(14.8)
|
%
|
|
|
9.4
|
%
|
|
|
(3.0)
|
%
|
|
|
(6.8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary
non-GAAP information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of changes in foreign exchange rates
|
|
|
(0.1)
|
%
|
|
|
(0.3)
|
%
|
|
|
—
|
|
|
|
(0.1)
|
%
|
|
|
(0.2)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of the EOL disposition
|
|
|
(3.4)
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.7)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net organic sales
change
|
|
|
4.3
|
%
|
|
|
(14.5)
|
%
|
|
|
9.4
|
%
|
|
|
(2.9)
|
%
|
|
|
(5.9)
|
%
|
|
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 September 30, 2023
|
|
$
|
80.4
|
|
|
$
|
73.2
|
|
|
$
|
26.4
|
|
|
$
|
180.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended September 30, 2022
|
|
$
|
87.4
|
|
|
$
|
69.5
|
|
|
$
|
31.8
|
|
|
$
|
188.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
change
|
|
|
(8.0)
|
%
|
|
|
5.3
|
%
|
|
|
(17.0)
|
%
|
|
|
(4.6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary
non-GAAP information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of changes in foreign exchange rates
|
|
|
0.1
|
%
|
|
|
0.7
|
%
|
|
|
0.3
|
%
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of the EOL disposition
|
|
|
—
|
|
|
|
(2.2)
|
%
|
|
|
—
|
|
|
|
(0.8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net organic sales
change
|
|
|
(8.1)
|
%
|
|
|
6.8
|
%
|
|
|
(17.3)
|
%
|
|
|
(4.2)
|
%
|
|
|
Tech-enabled
Services
|
|
|
Software
Solutions
|
|
|
Print and
Distribution
|
|
|
Consolidated
|
|
|
Reported Net
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, 2023
|
|
$
|
263.3
|
|
|
$
|
219.0
|
|
|
$
|
138.4
|
|
|
$
|
620.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, 2022
|
|
$
|
312.4
|
|
|
$
|
210.9
|
|
|
$
|
142.6
|
|
|
$
|
665.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
change
|
|
|
(15.7)
|
%
|
|
|
3.8
|
%
|
|
|
(2.9)
|
%
|
|
|
(6.8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary
non-GAAP information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of changes in foreign exchange rates
|
|
|
(0.3)
|
%
|
|
|
(0.1)
|
%
|
|
|
(0.3)
|
%
|
|
|
(0.2)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-year impact
of the EOL disposition
|
|
|
—
|
|
|
|
(2.2)
|
%
|
|
|
—
|
|
|
|
(0.7)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net organic sales
change
|
|
|
(15.4)
|
%
|
|
|
6.1
|
%
|
|
|
(2.6)
|
%
|
|
|
(5.9)
|
%
|
|
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
|
|
|
|
September 30,
2023
|
|
|
September 30,
2023
|
|
|
June 30,
2023
|
|
|
March 31,
2023
|
|
|
December 31,
2022
|
|
|
Net
earnings
|
|
$
|
82.5
|
|
|
$
|
18.1
|
|
|
$
|
37.7
|
|
|
$
|
15.8
|
|
|
$
|
10.9
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
11.5
|
|
|
|
(0.3)
|
|
|
|
(2.2)
|
|
|
|
10.9
|
|
|
|
3.1
|
|
|
Share-based
compensation expense
|
|
|
22.5
|
|
|
|
6.1
|
|
|
|
6.7
|
|
|
|
4.3
|
|
|
|
5.4
|
|
|
Accelerated rent
expense
|
|
|
1.2
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
0.5
|
|
|
|
0.6
|
|
|
Loss on sale of a
business
|
|
|
0.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.7
|
|
|
Disposition-related
expenses
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
|
Gain on investments in
equity securities
|
|
|
(6.9)
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
(6.7)
|
|
|
|
—
|
|
|
Non-income tax,
net
|
|
|
(1.0)
|
|
|
|
(0.4)
|
|
|
|
(0.2)
|
|
|
|
(0.2)
|
|
|
|
(0.2)
|
|
|
Gain on sale of
long-lived assets
|
|
|
(0.6)
|
|
|
|
(0.2)
|
|
|
|
(0.1)
|
|
|
|
(0.3)
|
|
|
|
—
|
|
|
COVID-19 related
recoveries
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
Depreciation and
amortization
|
|
|
53.9
|
|
|
|
14.4
|
|
|
|
14.4
|
|
|
|
12.4
|
|
|
|
12.7
|
|
|
Interest expense,
net
|
|
|
15.5
|
|
|
|
4.1
|
|
|
|
4.6
|
|
|
|
3.5
|
|
|
|
3.3
|
|
|
Investment and other
income, net
|
|
|
(0.6)
|
|
|
|
(0.1)
|
|
|
|
(0.1)
|
|
|
|
(0.2)
|
|
|
|
(0.2)
|
|
|
Income tax
expense
|
|
|
26.8
|
|
|
|
7.7
|
|
|
|
13.6
|
|
|
|
2.4
|
|
|
|
3.1
|
|
|
Total Non-GAAP
adjustments
|
|
|
122.9
|
|
|
|
31.3
|
|
|
|
36.6
|
|
|
|
26.6
|
|
|
|
28.4
|
|
|
Adjusted
EBITDA
|
|
$
|
205.4
|
|
|
$
|
49.4
|
|
|
$
|
74.3
|
|
|
$
|
42.4
|
|
|
$
|
39.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech-enabled
services
|
|
$
|
331.8
|
|
|
$
|
80.4
|
|
|
$
|
104.5
|
|
|
$
|
78.4
|
|
|
$
|
68.5
|
|
|
Software
solutions
|
|
|
287.7
|
|
|
|
73.2
|
|
|
|
75.7
|
|
|
|
70.1
|
|
|
|
68.7
|
|
|
Print and
distribution
|
|
|
168.9
|
|
|
|
26.4
|
|
|
|
61.9
|
|
|
|
50.1
|
|
|
|
30.5
|
|
|
Total net
sales
|
|
$
|
788.4
|
|
|
$
|
180.0
|
|
|
$
|
242.1
|
|
|
$
|
198.6
|
|
|
$
|
167.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin
%
|
|
|
26.1
|
%
|
|
|
27.4
|
%
|
|
|
30.7
|
%
|
|
|
21.3
|
%
|
|
|
23.4
|
%
|
|
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
|
|
|
|
September 30,
2022
|
|
|
September 30,
2022
|
|
|
June 30,
2022
|
|
|
March 31,
2022
|
|
|
December 31,
2021
|
|
|
Net
earnings
|
|
$
|
117.2
|
|
|
$
|
19.2
|
|
|
$
|
46.0
|
|
|
$
|
26.4
|
|
|
$
|
25.6
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring,
impairment and other charges, net
|
|
|
11.3
|
|
|
|
2.6
|
|
|
|
0.2
|
|
|
|
1.8
|
|
|
|
6.7
|
|
|
Share-based
compensation expense
|
|
|
19.2
|
|
|
|
4.4
|
|
|
|
5.9
|
|
|
|
3.6
|
|
|
|
5.3
|
|
|
Accelerated rent
expense
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
LSC multiemployer
pension plans obligations
|
|
|
(2.3)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.3)
|
|
|
Non-income tax,
net
|
|
|
(0.9)
|
|
|
|
(0.2)
|
|
|
|
(0.2)
|
|
|
|
(0.3)
|
|
|
|
(0.2)
|
|
|
Gain on investment in
an equity security
|
|
|
(0.5)
|
|
|
|
(0.5)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
COVID-19 related
recoveries
|
|
|
(0.3)
|
|
|
|
(0.1)
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
Gain on sale of
long-lived assets, net
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
(0.2)
|
|
|
|
—
|
|
|
|
—
|
|
|
Depreciation and
amortization
|
|
|
44.0
|
|
|
|
11.7
|
|
|
|
11.2
|
|
|
|
10.7
|
|
|
|
10.4
|
|
|
Interest expense,
net
|
|
|
15.4
|
|
|
|
2.3
|
|
|
|
2.1
|
|
|
|
1.5
|
|
|
|
9.5
|
|
|
Investment and other
income, net
|
|
|
(3.9)
|
|
|
|
(2.3)
|
|
|
|
(0.3)
|
|
|
|
(0.2)
|
|
|
|
(1.1)
|
|
|
Income tax
expense
|
|
|
41.1
|
|
|
|
8.0
|
|
|
|
18.1
|
|
|
|
7.6
|
|
|
|
7.4
|
|
|
Total Non-GAAP
adjustments
|
|
|
123.1
|
|
|
|
26.1
|
|
|
|
36.6
|
|
|
|
24.7
|
|
|
|
35.7
|
|
|
Adjusted
EBITDA
|
|
$
|
240.3
|
|
|
$
|
45.3
|
|
|
$
|
82.6
|
|
|
$
|
51.1
|
|
|
$
|
61.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech-enabled
services
|
|
$
|
437.3
|
|
|
$
|
87.4
|
|
|
$
|
133.3
|
|
|
$
|
91.7
|
|
|
$
|
124.9
|
|
|
Software
solutions
|
|
|
284.7
|
|
|
|
69.5
|
|
|
|
71.6
|
|
|
|
69.8
|
|
|
|
73.8
|
|
|
Print and
distribution
|
|
|
176.7
|
|
|
|
31.8
|
|
|
|
61.3
|
|
|
|
49.5
|
|
|
|
34.1
|
|
|
Total net
sales
|
|
$
|
898.7
|
|
|
$
|
188.7
|
|
|
$
|
266.2
|
|
|
$
|
211.0
|
|
|
$
|
232.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin
%
|
|
|
26.7
|
%
|
|
|
24.0
|
%
|
|
|
31.0
|
%
|
|
|
24.2
|
%
|
|
|
26.3
|
%
|
|
Donnelley Financial
Solutions, Inc. and Subsidiaries ("DFIN")
|
|
Debt and Liquidity
Summary
|
|
(UNAUDITED)
|
|
(in
millions)
|
|
|
Total
Liquidity
|
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
September 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
|
|
|
41.5
|
|
|
|
45.0
|
|
|
|
67.5
|
|
|
Impact on availability
related to outstanding
letters of credit
|
|
|
1.0
|
|
|
|
—
|
|
|
|
—
|
|
|
Amount used under the
Revolving Facility
|
|
|
42.5
|
|
|
|
45.0
|
|
|
|
67.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Availability under the
Revolving Facility
|
|
|
257.5
|
|
|
|
255.0
|
|
|
|
232.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
11.7
|
|
|
|
34.2
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Available
Liquidity
|
|
$
|
269.2
|
|
|
$
|
289.2
|
|
|
$
|
243.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan A
Facility
|
|
$
|
125.0
|
|
|
$
|
125.0
|
|
|
$
|
125.0
|
|
|
Borrowings under the
Revolving Facility
|
|
|
41.5
|
|
|
|
45.0
|
|
|
|
67.5
|
|
|
Unamortized debt
issuance costs
|
|
|
(0.6)
|
|
|
|
(0.8)
|
|
|
|
(0.8)
|
|
|
Total debt
|
|
$
|
165.9
|
|
|
$
|
169.2
|
|
|
$
|
191.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA for the
twelve months ended September 30, 2023 and 2022, and the year ended
December 31, 2022
|
|
$
|
205.4
|
|
|
$
|
218.3
|
|
|
$
|
240.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Gross
Leverage (defined as total debt divided by Adjusted
EBITDA)
|
|
|
0.8
|
x
|
|
|
0.8
|
x
|
|
|
0.8
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net Debt
(defined as total debt less cash and cash equivalents)
|
|
|
154.2
|
|
|
|
135.0
|
|
|
|
180.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net
Leverage (defined as non-GAAP Net Debt divided by Adjusted
EBITDA)
|
|
|
0.8
|
x
|
|
|
0.6
|
x
|
|
|
0.8
|
x
|
__________
|
(a)
|
The Company has a
$300.0 million senior secured revolving credit facility (the
"Revolving Facility"). The Revolving Facility is subject to a
number of covenants, including a minimum Interest Coverage Ratio
and a maximum Consolidated Net Leverage Ratio, both as defined and
calculated in the credit agreement. As of September 30, 2023, there
were $41.5 million of borrowings outstanding under the Revolving
Facility as well as $2.5 million in outstanding letters of credit
and bank guarantees, of which $1.0 million of the outstanding
letters of credit reduced the availability under the Revolving
Facility. Based on the Company's results of operations for the
twelve months ended September 30, 2023 and existing debt, the
Company would have had the ability to utilize the remaining $257.5
million of the $300.0 million Revolving Facility and not have been
in violation of the terms of the Revolving Facility
agreement.
|
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SOURCE Donnelley Financial LLC