Financial Data and Key Metrics Changes - The company reported net sales of $211 million for Q1 2022, a decrease of 14% from the previous year [12][19] - Non-GAAP adjusted EBITDA was $51.1 million, down 28% year-over-year, with a margin of 24.2%, reflecting a decline of approximately 480 basis points [13][22] - Non-GAAP net debt decreased by $30.5 million year-over-year, resulting in a non-GAAP net leverage of 0.7x, down 0.3 times from the first quarter of 2021 [14][35] Business Line Data and Key Metrics Changes - Software sales reached $69.8 million, representing a year-over-year growth of 15.8%, with compliance software offerings growing 19% [19][31] - The Capital Markets Software Solutions segment saw net sales of $44.7 million, an increase of 16.1% from the previous year, driven by strong performance in ActiveDisclosure and Venue [24] - The Investment Companies Software Solutions segment reported net sales of $25.1 million, an increase of 15.1% year-over-year, attributed to strong demand for digital compliance solutions [31] Market Data and Key Metrics Changes - Global IPO activity was down 85%, significantly impacting capital markets transactions [10][11] - The company noted a robust pipeline of in-process IPOs comparable to 2021 levels, indicating potential for future activity when market conditions improve [11][12] - The SPAC market has seen a significant decline, affecting new issuances and De-SPAC transactions [10][11] Company Strategy and Development Direction - The company aims to become a leading provider of compliance and regulatory solutions, with a target of software sales making up nearly 60% of total sales by 2026 [16][41] - The strategy includes a focus on recurring revenue from compliance software, which is expected to constitute over 70% of software sales by 2026 [16][41] - The company plans to continue investing in technology and development while maintaining a disciplined approach to capital allocation [45][46] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging capital markets environment but expressed confidence in the company's ability to adapt and capture future opportunities [11][12] - The outlook for Q2 2022 anticipates continued market volatility, with expected net sales between $220 million and $240 million [38][39] - Management remains optimistic about the growth trajectory of software solutions, particularly in recurring compliance offerings [38][39] Other Important Information - The company repurchased approximately 1.2 million shares for $42.1 million during Q1 2022, with $123 million remaining on its share repurchase authorization [35][36] - Free cash flow for the quarter was -$62.1 million, primarily due to elevated performance-based payments [34] Q&A Session Summary Question: Can you provide more details on efforts to maintain margins despite lower volumes? - Management highlighted permanent changes to the cost structure, including headcount reductions and outsourcing, which have improved margins despite lower transactional revenue [50][51] Question: What is the competitive environment in the software business? - Management expressed confidence in their product offerings, noting strong growth in ActiveDisclosure and Venue, and emphasized their ability to meet client needs across different stages of their lifecycle [52][54] Question: Can you clarify the expected decline in print sales? - Management confirmed that approximately $30 million in print sales decline is expected over the next three quarters, with the largest portion occurring in Q2 [69]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-37728 | --- | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------------------------- ...

Financial Data and Key Metrics Changes - In Q4 2021, consolidated net sales reached $232.8 million, an increase of 10.7% year-over-year, marking the highest fourth quarter in the company's history [37] - Non-GAAP adjusted EBITDA for Q4 2021 was $61.3 million, up 75.6% from Q4 2020, with an adjusted EBITDA margin of 26.3%, reflecting a year-over-year improvement of approximately 970 basis points [42][54] - For the full year 2021, non-GAAP adjusted EBITDA totaled $294.8 million, a 70% increase compared to 2020, with a record adjusted EBITDA margin of 29.7% [19][28] Business Line Data and Key Metrics Changes - Software solutions net sales in Q4 2021 were $73.8 million, growing 36.2% year-over-year and accounting for nearly 32% of total net sales [8][37] - The Virtual Data Room software, Venue, experienced a 48% increase in sales, driven by strong M&A activity [43] - Recurring compliance software offerings, including ActiveDisclosure, grew by approximately 40% in Q4 2021, marking the highest growth quarter of the year [38][44] Market Data and Key Metrics Changes - The capital markets environment remained strong in Q4 2021, with transactional sales reaching $106 million, the second highest quarter of the year [36][46] - The company noted a robust pipeline of approximately 600 SPACs looking for merger targets, which is expected to generate future deals [48] Company Strategy and Development Direction - The company aims to derive 44% of its sales from software solutions by 2024, with a focus on accelerating software growth and enhancing its market-leading position in regulatory and compliance solutions [20][64] - A strategic shift has been made to reduce low-margin print and distribution revenue, with print sales declining significantly, allowing for a healthier revenue mix [25][26] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future demand for M&A activity as market volatility subsides, positioning the company well to capture significant portions of future De-SPAC activity [48][59] - The company expects continued strength in recurring compliance software offerings, while print and distribution sales are anticipated to decline with minimal adjusted EBITDA impact [59] Other Important Information - The company repurchased approximately 973,000 shares in 2021 for $32.4 million, demonstrating confidence in its strategy and intrinsic value [55][56] - The company has reduced its net debt by approximately $500 million since its spin-off in 2016, enhancing financial flexibility for future investments [28] Q&A Session Summary Question: Can you provide more color on the assumptions behind Q1 margins? - Management indicated that the improvement in margins is driven by an evolving revenue mix with more software and less print, alongside permanent cost reductions [66][67] Question: Are you seeing growth in backlog from SPACs? - Management confirmed that they are converting clients from initial SPAC registrations and seeing opportunities for ongoing recurring compliance revenue [70][71] Question: What was the full year transactional revenue? - The full year transactional revenue was just under $405 million, with significant contributions from SPAC and IPO activities [76] Question: How should we think about interest expense going into '22? - Interest expense is expected to drop due to refinancing efforts that will reduce interest by about $14 million per year [84] Question: What is the expected impact of print declines? - The expected print decline for 2022 is approximately $40 million, primarily occurring in the first half of the year [88]

Financial Performance and Risks - The Company reported that approximately 14% of its net sales for the year ended December 31, 2021, were earned outside of the U.S., exposing it to foreign currency exchange risk [312]. - A hypothetical 10% strengthening of the U.S. dollar would decrease the Company's earnings before income taxes by approximately $2.4 million and total assets by about $6.4 million [313]. - A hypothetical 10% change in yield would alter the fair value of the Term Loan A Facility by approximately $12.4 million, or 10.0% [315]. - The Company has not been a party to any derivative financial instruments as of December 31, 2021, indicating a conservative approach to market risk management [310]. - Price increases in raw materials like paper and ink could be passed onto the Company, but a hypothetical 10% change in these prices would not significantly affect operations or cash flows [318]. Workforce and Diversity - As of December 31, 2021, the Company had approximately 2,185 employees, with a voluntary turnover rate of under 8.5% per year [66]. - The Company achieved a workforce total recordable incident rate of 0.32 (per 200,000 hours worked) in 2021, reflecting its commitment to health and safety [80]. - In 2021, approximately 59% of all U.S. hires and promotions at the manager level and above were women or people of color, indicating progress in diversity initiatives [73]. - The Company implemented a 401(k) match of 50 cents for every dollar an employee contributes up to 6% of eligible compensation starting in 2022 [71]. Environmental and Supply Chain - The Company sourced 100% of the electricity used by its print manufacturing facilities from renewable energy credits in 2021 [83]. - The Company anticipates continued challenges in sourcing paper in 2022 due to global supply chain issues, which may lead to increased pricing [58]. Customer and Credit Risk Management - The Company has a diverse customer base with no single customer accounting for more than 10% of net sales for the years ended December 31, 2021, 2020, and 2019, mitigating credit risk [316]. - The Company maintains provisions for potential credit losses, which have historically been within expectations, but significant economic disruptions could lead to additional charges [316]. Cybersecurity - The Company maintains a cybersecurity program based on industry-leading frameworks, ensuring compliance with regulatory requirements [62].

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q3 2021 Earnings Conference Call November 3, 2021 9:00 AM ET Company Participants Mike Zhao - Head, Investor Relations Dan Leib - President and CEO Dave Gardella - Chief Financial Officer Craig Clay - President, Global Capital Markets Eric Johnson - President, Global Investment Companies Conference Call Participants Charles Strauzer - CJS Securities Operator My name is Jane, and I will be your conference operator today. At this time, I would like to welcome ev ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-37728 Donnelley Financial Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 36-4829638 (State or other jurisdiction of incorporation or organ ...

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q2 2021 Earnings Conference Call August 4, 2021 9:00 AM ET Company Participants Mike Zhao - Head, Investor Relations Dan Leib - President & Chief Executive Officer Dave Gardella - Chief Financial Officer Craig Clay - President of Global Capital Markets Eric Johnson - President, Global Investment Companies Conference Call Participants Charlie Strauzer - CJS Pete Heckmann - D.A. Davidson Raj Sharma - B. Riley Operator Ladies and gentlemen thank you for standing ...

Financial Performance - Total net sales for Q2 2021 reached $267.5 million, a 5.5% increase from $254.0 million in Q2 2020[15] - Net earnings for Q2 2021 were $42.9 million, compared to a net loss of $1.3 million in Q2 2020, marking a significant turnaround[15] - The company reported net earnings for the six months ended June 30, 2021, were $78.1 million, a significant increase from $2.8 million in the same period of 2020[25] - Basic earnings per share for the three months ended June 30, 2021, was $1.27, compared to a loss of $0.04 per share in the same period of 2020[90] - The company reported a basic earnings per share of $2.32 for the six months ended June 30, 2021, compared to $0.08 for the same period in 2020[17] Revenue Growth - The company reported a 27.5% increase in Tech-enabled services sales, from $115.4 million in Q2 2020 to $134.0 million in Q2 2021[15] - Software solutions sales increased by 39.9%, from $47.6 million in Q2 2020 to $66.6 million in Q2 2021[15] - DFIN reported total net sales of $267.5 million for the three months ended June 30, 2021, compared to $254.0 million for the same period in 2020, representing a year-over-year increase of approximately 5.9%[51] - The company's software solutions generated $66.6 million in revenue for the three months ended June 30, 2021, up from $47.6 million in the same period of 2020, reflecting a growth of approximately 39.9%[51] - DFIN's tech-enabled services contributed $134.0 million to total net sales for the three months ended June 30, 2021, compared to $115.4 million in the prior year, marking an increase of about 16.9%[51] Cost Management - Total cost of sales decreased by 14.6% from $137.5 million in Q2 2020 to $117.5 million in Q2 2021, improving overall profitability[15] - Total cost of sales decreased to $227.8 million for the six months ended June 30, 2021, from $273.8 million in the same period of 2020, showing improved cost management[16] - Selling, general and administrative expenses rose to $75.1 million in Q2 2021, up from $72.8 million in Q2 2020[15] - Selling, general and administrative expenses increased to $148.6 million for the six months ended June 30, 2021, compared to $129.8 million in 2020, reflecting investments in growth initiatives[16] Asset and Liability Management - The company’s total assets increased to $931.5 million as of June 30, 2021, compared to $865.6 million at the end of 2020[22] - Total liabilities decreased from $617.8 million at the end of 2020 to $611.9 million as of June 30, 2021[22] - Retained earnings increased significantly to $183.6 million as of June 30, 2021, up from $105.5 million at the end of 2020[22] - The total equity of the company increased to $319.6 million as of June 30, 2021, up from $270.4 million as of June 30, 2020, reflecting strong financial health[30] Cash Flow and Investments - The company reported net cash used in operating activities of $7.7 million for the six months ended June 30, 2021, compared to $23.9 million for the same period in 2020, indicating improved cash flow management[25] - Capital expenditures for the six months ended June 30, 2021, were $17.7 million, up from $15.7 million in the same period of 2020, reflecting ongoing investments in growth[25] - The company had cash and cash equivalents of $39.9 million at the end of the period, compared to $37.4 million at the end of June 30, 2020, showing a slight increase in liquidity[25] - The company reported a net cash used in investing activities of $17.7 million for the six months ended June 30, 2021, compared to $4.2 million in the same period of 2020, indicating increased investment activity[25] Restructuring and Impairments - For the three months ended June 30, 2021, the company recorded net restructuring charges of $2.8 million, compared to $25.1 million for the same period in 2020[65][68] - For the six months ended June 30, 2021, the company recorded net restructuring charges of $3.6 million, down from $28.2 million in the same period in 2020[67][68] - The restructuring actions in 2021 involved employee termination costs for approximately 170 employees, with all terminations expected by December 31, 2021[67] - The company recognized impairments of right-of-use (ROU) assets totaling $12.1 million for both the three and six months ended June 30, 2020[69] Pension and Contingent Liabilities - As of June 30, 2021, the company had $5.9 million accrued related to the remaining contingent liability for LSC multiemployer pension plans[77] - The total undiscounted LSC MEPP liabilities were approximately $103 million, with annual payments ranging from $1.6 million to $8.5 million through 2034[74] - The company recorded a charge of $19.0 million in 2020 for estimated payments related to the LSC MEPP liabilities[75] - The company accrued a contingent liability of $4.1 million for estimated sales tax exposures as of June 30, 2021, down from $5.2 million as of December 31, 2020[80] Comprehensive Income - The company’s accumulated other comprehensive loss decreased to $(78.9) million as of June 30, 2021, from $(80.8) million at the end of 2020, showing a positive change in comprehensive income[11] - The company recognized a net actuarial loss of $1.0 million for the three months ended June 30, 2021, and $1.9 million for the six months ended June 30, 2021[100] - The company’s total other comprehensive income for the six months ended June 30, 2021 was $2.6 million, compared to $0.5 million for the same period in 2020[98]

Financial Data and Key Metrics Changes - The company reported a total sales increase of 11.1% year-over-year, reaching $245.3 million in Q1 2021 [20] - Non-GAAP adjusted EBITDA was $71.1 million, reflecting a 136% increase from Q1 2020, with an adjusted EBITDA margin of 29%, more than doubling from the previous year [6][24] - Non-GAAP gross margin improved to 54.7%, up approximately 1,550 basis points from Q1 2020, driven by a favorable business mix and cost control initiatives [22] Business Line Data and Key Metrics Changes - Software solution sales totaled $60.3 million, growing 27.5% year-over-year, marking a quarterly record for the third consecutive quarter [7] - Tech-enabled services net sales increased by 44.7% to $118.5 million, primarily due to increased capital markets transactional activity [21] - Print and distribution revenue decreased by 27.3% or $25 million, attributed to regulatory changes and proactive exits from low-margin contracts [9][30] Market Data and Key Metrics Changes - Sales in the EMEA region grew by 57%, APAC region by 37%, and US sales for Venue grew by 27% year-over-year [46] - The Venue virtual data room product achieved an all-time high for quarterly sales, growing over 30% year-over-year, driven by increased M&A activity [8][45] Company Strategy and Development Direction - The company aims for 44% of its sales to come from software solutions by 2024, focusing on increasing software and tech-enabled services sales while reducing print sales [14] - A shift to a digital-only platform is planned, with the shutdown of the offset print platform by June 30, 2021, to better align with client needs and variabilize production costs [39][41] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about continued strong performance in software sales and capital markets transactional activity, despite expected declines in print sales due to regulatory changes [35][37] - The company anticipates net sales for Q2 2021 to be in the range of $230 million to $240 million, reflecting a year-over-year decline primarily due to print sales reductions [36] Other Important Information - Free cash flow for Q1 2021 was negative $46.3 million, slightly unfavorable compared to the previous year, impacted by increased incentive-based payments [32] - The company ended Q1 2021 with $252.7 million in total debt and a non-GAAP net leverage ratio of 1.0 times, down from 2.3 times in Q1 2020 [33] Q&A Session Summary Question: What is the impact of SEC rule changes on revenue? - Management indicated that print revenue was down $25 million in Q1, with Q2 expected to have a disproportionately larger impact, being the largest decline of the year [49] Question: What percentage of transactional revenue was related to SPACs? - Management noted strong performance in the SPAC market, with a significant share of their transactional revenue coming from SPACs, and some De-SPAC activity beginning to emerge [50][51] Question: How is the company planning to allocate capital? - The company plans to continue focusing on organic growth investments, debt reduction, and opportunistic share repurchases, remaining disciplined in capital allocation [59][61] Question: What are the expectations for software solutions growth? - Management expects double-digit growth across software solutions, with strong momentum in products like ActiveDisclosure and Venue, driven by M&A activity [66] Question: Will there be a significant decline in print sales in Q2? - Management confirmed that Q2 will see the largest decline in print sales compared to other quarters, with expectations of a substantial drop [65]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-37728 | --- | --- | |-----------------------------------------------------------------------------------------------------------|---------------------------------------------- ...