DFIN Donnelley Financial Solutions Inc

CHICAGO, Feb. 20, 2024 /PRNewswire/ -- Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the "Company" or "DFIN") today reported financial results for the fourth quarter and full year of 2023.

Highlights:

• Fourth-quarter total net sales of $176.5 million, an increase of 5.2%, or 5.4% on an organic basis^(a), from the fourth quarter of 2022; Full-year total net sales of $797.2 million.
• Fourth-quarter software solutions net sales of $73.7 million, an increase of 7.3%, or 8.2% on an organic basis^(a), from the fourth quarter of 2022; Software solutions net sales accounted for 41.8% of total fourth-quarter net sales.
• Full-year software solutions net sales of $292.7 million, an increase of 4.7%, or 6.6% on an organic basis^(a), from the full year of 2022; Software solutions net sales accounted for 36.7% of total full-year net sales.
• Fourth-quarter net earnings of $10.6 million, or $0.35 per diluted share, as compared to $10.9 million, or $0.36 per diluted share, in the fourth quarter of 2022; Net earnings of $82.2 million, or $2.69 per diluted share, for the full year of 2023.
• Fourth-quarter Adjusted EBITDA^(a) of $41.3 million, up $2.0 million, or 5.1%, from the fourth quarter of 2022; Fourth-quarter Adjusted EBITDA margin^(a) of 23.4%, flat compared to the fourth quarter of 2022.
• Full-year Adjusted EBITDA^(a) of $207.4 million; Full-year Adjusted EBITDA margin^(a) of 26.0%.
• Fourth-quarter net cash provided by operating activities of $74.8 million; Fourth-quarter Free Cash Flow^(a) of $56.0 million.
• Gross leverage^(a) of 0.6x and net leverage^(a) of 0.5x as of December 31, 2023.
• During the fourth quarter, the Company repurchased 82,445 shares for $4.6 million at an average price of $56.07 per share. The Board of Directors authorized a new stock repurchase program of up to $150 million commencing on January 1, 2024, with an expiration date of December 31, 2025; this replaces the previous authorization, which expired on December 31, 2023.

(a) Organic net sales, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, 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 the strong performance in the quarter, including organic consolidated net sales growth of 5.4%. Total software solutions net sales increased 8.2% on an organic basis, compared to the fourth quarter of 2022, which is a continuation of the recent growth trend. Software solutions net sales growth was led by Venue, our dataroom offering, which grew approximately 26% compared to the fourth quarter of 2022 and achieved record quarterly net sales. In addition, we delivered Adjusted EBITDA margin of 23.4% in the quarter, in line with last year's fourth quarter despite the continued weakness in the capital markets transactional environment," said Daniel N. Leib, DFIN's president and chief executive officer.

Leib continued, "Throughout 2023, the focused execution of our strategy enabled us to achieve solid financial and operational results, in light of challenging market conditions. We delivered $207.4 million of Adjusted EBITDA and Adjusted EBITDA margin of 26.0% for the full-year 2023, despite event-driven capital markets transactional revenue being down nearly $52 million, or 22%. Further, we continued to make solid progress in expanding the adoption of our recurring regulatory and compliance offerings to drive more predictable performance. We recorded $292.7 million of software solutions net sales in 2023, which represents approximately 37% of our full-year net sales, up from approximately 34% of total net sales in 2022. Our efforts in 2023 to scale our portfolio of recurring compliance software solutions while advancing toward our compliance platform vision create a strong foundation to achieve our long-term goals."

"Heading into 2024, we look forward to opportunities created by new regulations such as Tailored Shareholder Reports and stand ready to assist our clients in complying with future regulatory changes. We are also encouraged by the uptick in capital markets transactional activity to start the year, though the outlook for the transactional market remains uncertain. Our portfolio of market-leading regulatory and compliance offerings and deep domain and service expertise position us well to serve our clients when capital markets transactional activity returns to a normalized level. Based on the combination of our market position, cost structure, and financial flexibility, we are very well positioned to execute our strategy of becoming the market leading provider of regulatory and compliance solutions," Leib concluded.

Net Sales

Net sales in the fourth quarter of 2023 were $176.5 million, an increase of $8.8 million, or 5.2% (an increase of 5.4% on an organic basis), from the fourth quarter of 2022. Net sales increased primarily due to growth in Investment Companies – Compliance and Communications Management segment as a result of increased mutual fund proxy activity and higher software solutions net sales in Venue and Arc Suite, partially offset by lower capital markets transactional volumes and the impact of the EdgarOnline and eBrevia dispositions.

Net Earnings

For the fourth quarter of 2023, net earnings were $10.6 million, or $0.35 per diluted share, as compared to $10.9 million, or $0.36 per diluted share, in the fourth quarter of 2022. Net earnings in the fourth quarter of 2023 included after-tax charges of $8.2 million, or $0.26 per diluted share, primarily related to share-based compensation expense, the acceleration of rent expense associated with abandoned operating leases and restructuring, impairment and other charges, net. Net earnings in the fourth quarter of 2022 included after-tax charges of $7.1 million, or $0.23 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 fourth quarter of 2023, Adjusted EBITDA was $41.3 million, an increase of $2.0 million as compared to the fourth quarter of 2022. Adjusted EBITDA margin of 23.4% was flat compared to the fourth quarter of 2022. The increase in Adjusted EBITDA was primarily due to higher sales volumes, cost control initiatives, and price uplifts, partially offset by incremental investments to accelerate the Company's transformation and higher selling expenses as a result of increased sales volumes.

For the fourth quarter of 2023, non-GAAP net earnings were $18.8 million, or $0.61 per diluted share, as compared to $18.0 million, or $0.59 per diluted share, in the fourth 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.

Regulatory Impacts

On October 26, 2022, the SEC announced that it adopted the Tailored Shareholder Reports ("TSR") for Mutual Funds and Exchange-Traded Funds rule which requires certain investment companies to complete a new concise and visually engaging annual and semi-annual reports that highlights key information that is particularly important for retail investors to assess and monitor their investments. The TSR, which can be printed and mailed or delivered electronically upon request of the investor, replaces SEC Rule 30e-3 and will require iXBRL tagging. The rule went into effect on January 24, 2023 and compliance is required by July 24, 2024.

As a result of this regulatory change, the Company expects an annual net sales increase of $20 million to $25 million in 2025, with approximately a half-year impact in 2024. The increase in net sales is expected to impact each of the Company's software solutions, tech-enabled services, and print and distribution product lines within our Investment Companies operating segments. Due to increased investment levels in 2024 to support software product development and sales and marketing initiatives, the Company expects the TSR rule to be slightly dilutive to consolidated net earnings and Adjusted EBITDA in 2024 and accretive to consolidated net earnings and Adjusted EBITDA in 2025.

Company Results and Conference Call

DFIN's earnings press release for the fourth-quarter and full-year 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 February 20, 2024, 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 February 20, 2024, at 9:00 a.m. Eastern time to discuss financial results for the fourth 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 provider of innovative software and technology-enabled financial regulatory and compliance solutions. 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, 2023, 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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