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 June 30, 2020 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.(NYSE:DFIN) Q2 2020 Earnings Conference Call August 5, 2020 9:00 AM ET Company Participants Justin Ritchie - SVP, IR Daniel Leib - President, CEO and Director David Gardella - EVP and CFO Conference Call Participants Peter Heckmann - D.A. Davidson Charles Strauzer - CJS Securities Operator Ladies and gentlemen, thank you for standing by and welcome to the Donnelley Financial Solutions Second Quarter Earnings Conference Call. [Operator Instructions] I would now like to turn ...

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, 2020 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. (NYSE:DFIN) Q1 2020 Earnings Conference Call May 7, 2020 9:00 AM ET Company Participants Justin Ritchie - SVP, IR Daniel Leib - President, CEO and Director David Gardella - EVP and CFO Conference Call Participants Charlie Strauzer - CJS Alexis Huseby - Davidson & Company Raj Sharma - Donnelly Financial Operator Ladies and gentlemen, thank you for standing by, and welcome to the Donnelley Financial Solutions First Quarter Earnings Conference Call. [Operator Instructions] I ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |--------------------------------------------------------------------------------------------|--------------------------------------------------------- ...

Financial Data and Key Metrics Changes - For the full year 2019, the company recorded net sales of $874.7 million and non-GAAP adjusted EBITDA of $137 million, maintaining a relatively flat non-GAAP EBITDA margin year-over-year [6][30] - Fourth quarter net sales were $190.3 million, a decrease of $10 million or 5% from the fourth quarter of 2018, with organic net sales also down 5.2% [20][30] - Fourth quarter non-GAAP adjusted EBITDA was $26.1 million, an increase of $6.7 million from the fourth quarter of 2018, with a non-GAAP adjusted EBITDA margin of 13.7%, up 400 basis points year-over-year [24][30] Business Line Data and Key Metrics Changes - SaaS sales made up 26.2% of total sales in Q4 2019, with total SaaS net sales approaching 22% of total net sales for the year, representing a 290 basis point increase from 2018 [5][9] - In Capital Markets, ActiveDisclosure revenues grew nearly 21% year-over-year in Q4, while overall M&A transactions were down over 25% compared to Q4 2018 [10][11] - Services net sales in Q4 increased by $2.4 million or 1.8%, driven primarily by growth in SaaS solutions, while products net sales decreased by $12.4 million or 18.2% [21] Market Data and Key Metrics Changes - U.S. segment net sales were $161.7 million in Q4 2019, a decrease of 5.3% from the previous year, with U.S. capital markets down 6.8% on an organic basis [25] - International segment net sales were $28.6 million in Q4 2019, a decrease of 3.4% from the previous year, with organic sales down 3% [27] Company Strategy and Development Direction - The company aims to continue its digital transformation and focus on growing its recurring SaaS revenue base while maintaining share in traditional businesses [15][36] - A $25 million share repurchase program was approved by the Board, reflecting confidence in the company's strategy and future prospects [13] - The company plans to optimize its manufacturing platform in response to regulatory changes that will reduce print demand, aiming for future profit margin and cash flow improvement [16] Management's Comments on Operating Environment and Future Outlook - Management noted significant headwinds in 2019, including a slowdown in global M&A activity and uncertainties related to Brexit and civil unrest in Hong Kong [6][30] - For 2020, total consolidated net sales are expected to be in the range of $860 million to $880 million, with SaaS net sales growth projected in low double digits [30][31] - The company anticipates a challenging first quarter due to the coronavirus outbreak, particularly impacting the international segment [33] Other Important Information - The company ended 2019 with a net leverage ratio of 2.0x, below the low end of its targeted leverage range, providing enhanced flexibility for capital deployment [8][30] - Consolidated free cash flow in Q4 was $49 million, an increase of $7.4 million from the previous year, primarily due to higher EBITDA and lower capital expenditures [28] Q&A Session Summary Question: Can you elaborate on rightsizing the platform and its implications? - Management explained that they are evaluating physical and software assets to optimize profitability, especially in light of regulatory changes affecting print volume [38] Question: What is the size of the software components like ActiveDisclosure and Venue? - Management indicated that Venue is the largest, followed by FundSuite Arc and ActiveDisclosure, which has shown significant growth [39] Question: How much of the transactional business contributes to revenue? - Transactional revenue was approximately $250 million globally, with M&A activity down year-over-year, while IPO revenue saw a slight increase [41] Question: What is the expected impact of the 30e-3 regulatory change? - Management confirmed that the change is set for Q1 2021 and is working on estimating its revenue impact [43] Question: What are the expected margins for the SaaS business? - Management indicated that more details on SaaS margins will be provided throughout the year as additional disclosures are made [61]

Part I - Financial Information [Item 1: Condensed Consolidated Financial Statements (unaudited)](index=2&type=section&id=Item%201%3A%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) The company presents its unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2019 [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales and net earnings declined for both the third quarter and nine-month period of 2019 compared to 2018 Key Financial Metrics | Financial Metric | Q3 2019 (M) | Q3 2018 (M) | 9 Months 2019 (M) | 9 Months 2018 (M) | | :--- | :--- | :--- | :--- | :--- | | Total Net Sales | $195.9 | $216.9 | $684.4 | $762.7 | | Income from Operations | $32.1 | $62.1 | $72.1 | $117.7 | | Net Earnings | $14.7 | $48.0 | $30.6 | $74.6 | | Diluted EPS | $0.43 | $1.40 | $0.89 | $2.19 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets, liabilities, and equity all increased as of September 30, 2019, compared to year-end 2018 Key Balance Sheet Items | Balance Sheet Item | Sep 30, 2019 (M) | Dec 31, 2018 (M) | | :--- | :--- | :--- | | Total Current Assets | $268.0 | $249.0 | | Total Assets | $962.3 | $868.7 | | Total Current Liabilities | $193.5 | $198.4 | | Long-term Debt | $364.1 | $362.7 | | Total Liabilities | $696.2 | $642.7 | | Total Equity | $266.1 | $226.0 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash from operations turned negative while cash used in investing and financing activities decreased for the nine months ended September 30, 2019 Cash Flow Summary | Cash Flow Activity (9 Months Ended Sep 30) | 2019 (M) | 2018 (M) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(4.2) | $10.4 | | Net cash (used in) provided by investing activities | $(9.4) | $57.4 | | Net cash used in financing activities | $(1.5) | $(62.1) | | Net (decrease) increase in cash | $(12.9) | $4.2 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail key events including the eBrevia acquisition, Language Solutions disposition, and adoption of a new lease accounting standard - On December 18, 2018, the company acquired eBrevia, a provider of AI-based data extraction and contract analytics software, for a **purchase price of $23.3 million**[53](index=53&type=chunk) - On July 22, 2018, the company sold its Language Solutions business for **net proceeds of $77.5 million**, resulting in a **gain of $53.8 million** recognized in 2018[58](index=58&type=chunk) - The company adopted the new lease accounting standard (ASU 2016-02) on January 1, 2019, resulting in the recognition of a **right-of-use (ROU) asset of $100.8 million** and a **lease liability of $101.6 million**[66](index=66&type=chunk)[67](index=67&type=chunk) - For the nine months ended September 30, 2019, the company recorded **net restructuring charges of $8.2 million**, primarily for employee termination costs affecting 235 employees[81](index=81&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=33&type=section&id=Item%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the decline in Q3 2019 net sales, segment performance, and non-GAAP measures, confirming sufficient liquidity [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Consolidated net sales and operating income declined in Q3 and the first nine months of 2019 due to lower volumes and asset sales Quarterly Performance Comparison | Metric (Q3 2019 vs Q3 2018) | Q3 2019 (M) | Q3 2018 (M) | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $195.9 | $216.9 | (9.7%) | | Income from Operations | $32.1 | $62.1 | (48.3%) | Year-to-Date Performance Comparison | Metric (9 Months 2019 vs 9 Months 2018) | 9M 2019 (M) | 9M 2018 (M) | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $684.4 | $762.7 | (10.3%) | | Income from Operations | $72.1 | $117.7 | (38.7%) | - Q3 2019 operating income included a **$19.2 million gain from a building sale**, while Q3 2018 included a **$53.5 million gain from the sale of the Language Solutions business**, significantly affecting year-over-year comparability[172](index=172&type=chunk)[173](index=173&type=chunk) [Information by Segment](index=38&type=section&id=Information%20by%20Segment) Both U.S. and International segment sales declined in Q3 2019, while corporate operating expenses were significantly reduced U.S. Segment Quarterly Net Sales | U.S. Segment Net Sales (Q3) | 2019 (M) | 2018 (M) | % Change | | :--- | :--- | :--- | :--- | | Capital Markets | $97.1 | $102.5 | (5.3%) | | Investment Markets | $76.6 | $81.8 | (6.4%) | | **Total U.S.** | **$173.7** | **$185.5** | **(6.4%)** | - International segment net sales for Q3 2019 **decreased by $9.2 million (29.3%)** year-over-year, impacted by lower capital markets volumes and a $2.0 million decrease from the sale of the Language Solutions business[184](index=184&type=chunk) - Corporate operating expenses for Q3 2019 **decreased by $7.1 million** compared to Q3 2018, mainly due to reduced disposition-related expenses, lower incentive compensation, and fewer spin-off transaction expenses[187](index=187&type=chunk) [Non-GAAP Measures](index=43&type=section&id=Non-GAAP%20Measures) Non-GAAP adjusted EBITDA remained flat for Q3 2019 but decreased for the nine-month period compared to the prior year Reconciliation of Net Earnings to Non-GAAP Adjusted EBITDA | Reconciliation to Non-GAAP Adjusted EBITDA | Q3 2019 (M) | Q3 2018 (M) | 9 Months 2019 (M) | 9 Months 2018 (M) | | :--- | :--- | :--- | :--- | :--- | | Net Earnings (GAAP) | $14.7 | $48.0 | $30.6 | $74.6 | | Adjustments (Net) | $16.4 | $(16.7) | $80.3 | $60.9 | | **Non-GAAP Adjusted EBITDA** | **$31.1** | **$31.3** | **$110.9** | **$135.5** | [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity through cash and its credit facility despite negative operating cash flow and increased capital expenditures - As of September 30, 2019, the company had **$32.1 million in cash** and cash equivalents and **net available liquidity of $187.5 million**, including availability under its revolving facility[236](index=236&type=chunk)[242](index=242&type=chunk) - **Capital expenditures** for the first nine months of 2019 were **$35.1 million**, an increase of $12.3 million from the prior year, primarily due to investments in digital printers and software development[234](index=234&type=chunk) - The company was in **compliance with all debt covenants** as of September 30, 2019[242](index=242&type=chunk) [Item 3: Quantitative and Qualitative Disclosure About Market Risk](index=49&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company's market risk profile, primarily from interest rates and foreign currency, has not materially changed since year-end 2018 - There have been **no significant changes** to the Company's market risk since December 31, 2018[258](index=258&type=chunk) - The company is exposed to interest rate risk on **$72.5 million of variable-interest borrowings** as of September 30, 2019[246](index=246&type=chunk) [Item 4: Controls and Procedures](index=49&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management confirmed the effectiveness of disclosure controls and procedures with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2019[260](index=260&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter ended September 30, 2019[261](index=261&type=chunk) Part II - Other Information [Item 1: Legal Proceedings](index=50&type=section&id=Item%201%3A%20Legal%20Proceedings) Ongoing litigation from ordinary business is not expected to have a material financial impact on the company - Management does not expect litigation arising from the ordinary course of business to have a **material effect** on the Company's financial position or cash flows[111](index=111&type=chunk)[263](index=263&type=chunk) [Item 1A: Risk Factors](index=50&type=section&id=Item%201A%3A%20Risk%20Factors) No material changes have occurred to the risk factors disclosed in the 2018 Annual Report on Form 10-K - **No material changes** to the risk factors disclosed in the Company's 2018 Form 10-K have occurred[264](index=264&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased a small number of shares to satisfy employee tax liabilities from vested equity awards - In August 2019, the company purchased **2,830 shares at an average price of $12.09 per share** to satisfy tax liabilities upon the vesting of equity awards[266](index=266&type=chunk) [Item 6: Exhibits](index=51&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and various agreements

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q3 2019 Earnings Conference Call November 5, 2019 9:00 AM ET Company Participants Justin Ritchie - Head IR Daniel Leib - President & CEO Dave Gardella - EVP & CFO Conference Call Participants Charles Strauzer - CJS Securities, Inc. Bill Warmington - Wells Fargo Michael Cho - JP Morgan Raj Sharma - B. Riley FBR Operator Ladies and gentlemen, thank you for standing by and welcome to the Donnelly Financial Solutions Third Quarter Earnings Conference Call. [Operat ...

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 June 30, 2019 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. (NYSE:DFIN) Q2 2019 Earnings Conference Call August 1, 2019 9:00 AM ET Company Participants Justin Ritchie - Head of Investor Relations Daniel Leib - President and Chief Executive Officer Dave Gardella - Executive Vice President and Chief Financial Officer Conference Call Participants Peter Heckmann - D.A. Davidson & Co. Charles Strauzer - CJS Securities, Inc. Operator Good morning, and welcome to the DFIN Second Quarter Earnings Call. My name is Brandon, and I will be yo ...