Financial Data and Key Metrics Changes - The company reported third quarter net sales of $188.7 million, a decrease of $59 million or 23.8% from the same quarter in 2021 [43] - Adjusted EBITDA for the third quarter was $45.3 million, a decrease of $37.2 million or 45.1% from the third quarter of 2021, with an adjusted EBITDA margin of 24%, down approximately 930 basis points from the previous year [50][52] - Non-GAAP gross margin was 55.5%, approximately 690 basis points lower than the third quarter of 2021, primarily due to lower sales volume and an unfavorable business mix [48] Business Line Data and Key Metrics Changes - Software Solutions net sales for the quarter were $69.5 million, a slight increase of 0.3%, with recurring compliance offerings showing positive sales momentum [44] - ActiveDisclosure grew 10.6% in the quarter, marking the seventh consecutive quarter of double-digit sales growth, while Arc Suite net sales grew 11.8% driven by subscription revenue growth [45][66] - Venue sales were down 11.4% year-over-year due to a weak capital markets transaction environment, although it grew sequentially from the second quarter [26][28] Market Data and Key Metrics Changes - The capital markets transactional environment saw a nearly 50% reduction in transactional revenue compared to the previous year, with IPO activity down more than 90% year-over-year [8][34] - The M&A market was down more than 30% year-over-year, with very few large deals being completed [34][59] - The company noted that the IPO market was largely frozen, with only five priced IPOs over $100 million taking place on US exchanges compared to 150 in the same quarter last year [59] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to achieve 55% to 60% of revenue from software solutions by 2026 [12][13] - Cost management actions have been taken to optimize the cost structure, including downsizing print production and reducing the global real estate footprint [14][15] - The company is well-positioned to leverage its software offerings and domain expertise to address market needs related to future regulatory changes [25] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging operating environment but expressed confidence in the company's strong market position and client relationships to support future capital markets transactional needs [35][85] - The company expects market volatility to continue impacting the capital markets transactions environment in the near term, with fourth quarter net sales guidance in the range of $170 million to $190 million [77][78] - Management remains optimistic about the opportunities ahead to generate increased value for customers, employees, and shareholders [85] Other Important Information - Free cash flow in the quarter was $68.7 million, a decrease of $31.7 million compared to the third quarter of 2021, reflecting lower adjusted EBITDA and additional capital expenditures [73] - The company repurchased approximately one million shares of common stock during the third quarter for $32.3 million [76] - The company was recognized as a great place to work and named to Newsweek's list of the 2022 Top 100 most loved workplaces in America [37][38] Q&A Session Summary Question: Was the shortfall in the quarter primarily related to transactions? - Management confirmed that the shortfall was substantially driven by transactional revenue declines [88] Question: How can the company maintain margins in the mid-20s range going forward? - Management indicated that maintaining margins will involve disciplined cost management, shifting sales mix towards software, and exiting lower-margin print work [90][91] Question: What are the cash flow expectations for Q4? - Management expects cash flow to be similar to last year's level, with lower tax and interest payments offsetting lower EBITDA [93] Question: What was the impact of foreign exchange in the quarter? - The foreign exchange impact was small, with reported sales down 23.8% and organic sales down about 23% [96] Question: How does the company view the new SEC rule on tailored fund reports? - Management believes the new rule aligns with their existing tech-enabled solutions and will not significantly impact print revenue [100][101] Question: How did the company perform compared to the overall industry in transactions? - Management noted that the company performed better than the market, with a robust pipeline of IPOs and M&A despite the overall decline [106]

Financial Performance - Total net sales for the three months ended September 30, 2022, were $247.7 million, a decrease from $760.5 million for the nine months ended September 30, 2021[17]. - Net earnings for the three months ended September 30, 2022, were $42.2 million, compared to $120.3 million for the nine months ended September 30, 2021[17]. - The company reported a comprehensive income of $18.0 million for the three months ended September 30, 2022, down from $122.1 million for the same period in 2021[19]. - Net earnings for the nine months ended September 30, 2022, were $91.6 million, a decrease of 23.9% compared to $120.3 million for the same period in 2021[27]. - Total net sales for the nine months ended September 30, 2022, were $665.9 million, compared to $394.6 million for the same period in 2021, representing a 68.7% increase[54]. - Total operating segments for the nine months ended September 30, 2022, reported net sales of $665.9 million, compared to $760.5 million for the same period in 2021, a decrease of approximately 12.4%[106]. - Income from operations for the nine months ended September 30, 2022, was $127.9 million, down from $177.9 million in the same period of 2021, reflecting a decline of about 28.1%[106]. Expenses and Costs - The cost of sales for tech-enabled services was $39.6 million for the three months ended September 30, 2021, compared to $113.2 million for the nine months ended September 30, 2021[17]. - Selling, general and administrative expenses were $77.0 million for the three months ended September 30, 2021, down from $225.6 million for the nine months ended September 30, 2021[17]. - The company reported a total cost of sales of $93.1 million for the three months ended September 30, 2022, compared to $320.9 million for the nine months ended September 30, 2021, indicating a reduction of 71.0%[17]. - Income from operations for the three months ended September 30, 2022, was $26.7 million, down from $65.0 million in the same period of 2021, reflecting a decrease of about 58.9%[104]. - Depreciation and amortization increased to $33.6 million from $29.9 million year-over-year, reflecting a rise of 22.8%[27]. Assets and Liabilities - Total assets decreased to $850.8 million as of September 30, 2022, down from $883.3 million at December 31, 2021, representing a decline of approximately 3.0%[23]. - Long-term debt increased to $191.7 million as of September 30, 2022, compared to $124.0 million at December 31, 2021, indicating a rise of 54.5%[23]. - Total liabilities rose to $519.3 million, up from $506.3 million at the end of 2021, marking an increase of 2.9%[23]. - The company’s total assets held for sale included land with a carrying value of $2.6 million, with an agreement to sell for $13.0 million[45]. Cash Flow and Investments - Cash and cash equivalents significantly decreased to $10.8 million at the end of the period, down from $54.5 million at the beginning of the year, reflecting a decline of 80.2%[27]. - The company reported a net cash provided by operating activities of $76.9 million for the nine months ended September 30, 2022, down from $103.2 million in the prior year, a decrease of 25.4%[27]. - Net cash used in investing activities was $39.4 million, compared to $27.3 million in the prior year, indicating a 44.4% increase[27]. - Net cash used in financing activities increased to $83.6 million from $27.5 million, reflecting a significant rise of 203.6%[27]. Shareholder Actions - The company repurchased treasury shares amounting to $150.0 million during the period, compared to $26.5 million in the previous year[27]. - The company repurchased 959,579 shares for $32.3 million at an average price of $33.72 per share during the three months ended September 30, 2022[91]. - The total remaining authorized amount for stock repurchases as of September 30, 2022, was $137.9 million[91]. - The company’s stock repurchase program has been extended through December 31, 2023, with a total remaining repurchase authorization of $150 million[88]. Future Outlook - The company anticipates continued challenges due to the volatility of the global economy and financial markets affecting transactional volume[12]. - The company is focused on maintaining client referrals and attracting additional clients to support future growth[12]. - The company anticipates ongoing demand for its software solutions and services as clients prepare for regulatory changes and compliance requirements[11]. Segment Performance - DFIN's software solutions segment generated $69.3 million in net sales for the three months ended September 30, 2021, compared to $196.2 million for the nine months ended September 30, 2021[17]. - Capital Markets - Compliance and Communications Management segment generated net sales of $83.3 million in Q3 2022, compared to $142.5 million in Q3 2021, indicating a decline of approximately 41.5%[104]. - Investment Companies - Software Solutions segment reported net sales of $23.7 million for Q3 2022, down from $21.2 million in Q3 2021, showing an increase of about 11.8%[104]. - The Investment Companies segment offers software solutions and services to mutual fund companies and other investment entities to ensure compliance with SEC regulations[100].

Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q2 2022 Earnings Conference Call August 3, 2022 9:00 AM ET Company Participants Michael Zhao - Head, IR Daniel Leib - President and CEO David Gardella - CFO Craig Clay - President, Global Capital Markets Eric Johnson - President, Global Investment Companies Conference Call Participants Charles Strauzer - CJS Securities, Inc. Pete Heckmann - D.A. Davidson Raj Sharma - B. Riley Securities Operator Good morning. My name is Joseph and I'll be your conference opera ...

[Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements subject to numerous risks and uncertainties, including pandemics, economic volatility, and regulatory changes, which could cause actual results to differ materially - The report contains forward-looking statements subject to numerous risks and uncertainties, including pandemics, economic volatility, and regulatory changes, which could cause actual results to differ materially[10](index=10&type=chunk)[11](index=11&type=chunk) - The Company explicitly states it does not undertake any obligation to update or revise these forward-looking statements, except as required by law, cautioning readers against undue reliance[12](index=12&type=chunk)[13](index=13&type=chunk) [Part I: Financial Information](index=4&type=section&id=Part%20I%20FINANCIAL%20INFORMATION) [Item 1: Condensed Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201%3A%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements, highlighting Q2 2022 net sales of **$266.2 million** and net earnings of **$46.0 million**, with total assets at **$925.2 million** as of June 30, 2022 [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements show Q2 2022 net sales of **$266.2 million** and net earnings of **$46.0 million**, with diluted EPS at **$1.42**, reflecting year-over-year changes Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Net Sales** | $266.2 | $267.5 | $477.2 | $512.8 | | Income from Operations | $65.9 | $62.0 | $101.2 | $112.9 | | **Net Earnings** | **$46.0** | **$42.9** | **$72.4** | **$78.1** | | Diluted EPS | $1.42 | $1.24 | $2.17 | $2.26 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets reached **$925.2 million**, driven by increased receivables and long-term debt, while total equity decreased to **$341.4 million** due to share repurchases Balance Sheet Summary (in millions) | Metric | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $17.8 | $54.5 | | Total current assets | $318.4 | $279.7 | | **Total Assets** | **$925.2** | **$883.3** | | Long-term debt | $234.1 | $124.0 | | **Total Liabilities** | **$583.8** | **$506.3** | | **Total Equity** | **$341.4** | **$377.0** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first half of 2022, net cash used in operating activities was **$6.4 million**, with a **$36.7 million** net decrease in cash and equivalents, primarily due to share repurchases funded by new borrowings Cash Flow Summary for Six Months Ended June 30 (in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6.4) | $(7.7) | | Net cash used in investing activities | $(24.8) | $(17.7) | | Net cash used in financing activities | $(7.2) | $(9.9) | | **Net decrease in cash** | **$(36.7)** | **$(33.7)** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed disclosure on the company's accounting policies and financial items, including revenue disaggregation, restructuring charges, debt structure, and significant stock repurchase activities - DFIN's business model involves regulatory filing and deal solutions, with a notable client shift towards **software solutions** and away from physical print[38](index=38&type=chunk) Revenue Disaggregation - Six Months Ended June 30 (in millions) | Revenue Type | 2022 | 2021 | | :--- | :--- | :--- | | Tech-enabled services | $225.0 | $252.5 | | Software solutions | $141.4 | $126.9 | | Print and distribution | $110.8 | $133.4 | | **Total net sales** | **$477.2** | **$512.8** | - Net restructuring charges of **$1.7 million** were recorded for employee termination costs affecting approximately **70 employees** in the first half of 2022[69](index=69&type=chunk) - The company repurchased **3,408,099 shares** for **$106.5 million** in the first six months of 2022, with **$58.6 million** remaining authorized under the program as of June 30, 2022[85](index=85&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 6.9% year-to-date revenue decline due to lower capital markets activity and print demand, partially offset by software growth, while maintaining sufficient liquidity [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Consolidated net sales for Q2 2022 decreased 0.5% YoY to **$266.2 million**, with YTD sales down 6.9% to **$477.2 million**, driven by lower capital markets activity and print services, partially offset by software growth Net Sales Change by Offering (Q2 2022 vs Q2 2021) | Offering | Q2 2022 Sales (M) | Change (M) | Change (%) | | :--- | :--- | :--- | :--- | | Tech-enabled services | $133.3 | $(0.7) | (0.5%) | | Software solutions | $71.6 | $5.0 | 7.5% | | Print and distribution | $61.3 | $(5.6) | (8.4%) | Net Sales Change by Offering (Six Months 2022 vs 2021) | Offering | Six Months 2022 Sales (M) | Change (M) | Change (%) | | :--- | :--- | :--- | :--- | | Tech-enabled services | $225.0 | $(27.5) | (10.9%) | | Software solutions | $141.4 | $14.5 | 11.4% | | Print and distribution | $110.8 | $(22.6) | (16.9%) | - SG&A expenses decreased by **$6.9 million**, or **4.6%**, for the six months ended June 30, 2022, primarily due to reduced LSC multiemployer pension plan obligations and lower incentive compensation[151](index=151&type=chunk) [Information by Segment](index=32&type=section&id=Information%20by%20Segment) Segment performance for the first half of 2022 shows **Capital Markets - Software Solutions** sales grew 10.6%, while **Investment Companies - Software Solutions** sales rose 13.0%, with significant operating income increases in Investment Companies segments Segment Performance - Six Months Ended June 30, 2022 (in millions) | Segment | Net Sales | % Change YoY | Income from Ops | % Change YoY | | :--- | :--- | :--- | :--- | :--- | | Capital Markets - Software Solutions | $91.0 | 10.6% | $7.4 | (53.2%) | | Capital Markets - Compliance & Comms | $253.6 | (13.0%) | $89.4 | (27.7%) | | Investment Companies - Software Solutions | $50.4 | 13.0% | $12.1 | 120.0% | | Investment Companies - Compliance & Comms | $82.2 | (12.8%) | $21.8 | 159.5% | [Non-GAAP Measures](index=36&type=section&id=Non-GAAP%20Measures) The company uses non-GAAP Adjusted EBITDA to assess financial performance, reporting **$82.6 million** for Q2 2022 and **$133.7 million** for the six months ended June 30, 2022 Reconciliation of Net Earnings to Adjusted EBITDA (in millions) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net earnings | $46.0 | $42.9 | $72.4 | $78.1 | | **Adjusted EBITDA** | **$82.6** | **$79.9** | **$133.7** | **$151.0** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with **$17.8 million** cash on hand and **$190.0 million** available under its revolving credit facility as of June 30, 2022, with expected capital expenditures of **$50-55 million** for 2022 - As of June 30, 2022, the company had **$110.0 million** of borrowings outstanding under its Revolving Facility, with **$190.0 million** of availability remaining[220](index=220&type=chunk)[222](index=222&type=chunk) - Total net available liquidity as of June 30, 2022 was **$207.8 million**, consisting of **$190.0 million** in revolver availability and **$17.8 million** in cash[222](index=222&type=chunk) - Expected capital expenditures for the full year 2022 are approximately **$50 million to $55 million**, primarily for software development investments[213](index=213&type=chunk) [Item 3: Quantitative and Qualitative Disclosure About Market Risk](index=40&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) There were no significant changes to the company's market risk profile during the quarter, consistent with prior disclosures - There were no significant changes to the Company's market risk profile during the quarter[227](index=227&type=chunk) [Item 4: Controls and Procedures](index=41&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2022[230](index=230&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[231](index=231&type=chunk) [Part II: Other Information](index=41&type=section&id=Part%20II%20OTHER%20INFORMATION) [Item 1: Legal Proceedings](index=41&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is involved in ordinary course litigation, with expected outcomes not materially affecting its financial condition or position - The company is involved in ordinary course litigation and does not expect the outcomes to have a material effect on its financial condition[73](index=73&type=chunk)[232](index=232&type=chunk) [Item 1A: Risk Factors](index=41&type=section&id=Item%201A%3A%20Risk%20Factors) No material changes to the company's risk factors were identified during the three months ended June 30, 2022 - No material changes to the risk factors disclosed in the Annual Report occurred during the second quarter of 2022[233](index=233&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2022, the company repurchased **2,180,796 shares** at an average price of **$29.54**, with **$58.6 million** remaining authorized under the program Issuer Purchases of Equity Securities (Q2 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2022 | 626,560 | $30.75 | | May 2022 | 802,367 | $28.74 | | June 2022 | 755,302 | $29.38 | | **Total Q2** | **2,184,229** | **$29.54** | - The Board authorized an increase to the stock repurchase program on February 17, 2022, bringing the available authorization to **$150 million** and extending it through December 31, 2023. As of June 30, 2022, **$58.6 million** remained[82](index=82&type=chunk)[234](index=234&type=chunk) [Item 6: Exhibits](index=42&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed with the 10-Q report, including required certifications by the CEO and CFO, and Inline XBRL documents - The report includes required certifications by the CEO (Daniel N. Leib) and CFO (David A. Gardella) pursuant to the Securities Exchange Act of 1934[241](index=241&type=chunk)[243](index=243&type=chunk) - The filing includes Inline XBRL instance, schema, and other related documents for interactive data[243](index=243&type=chunk)[244](index=244&type=chunk)

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 ...