Donnelley Financial Solutions (NYSE: DFIN) today reported
financial results for the third quarter 2019.
Highlights:
- Third-quarter net sales of $195.9 million
- Third-quarter GAAP net earnings of $14.7 million, or $0.43 per
diluted share
- Third-quarter Non-GAAP adjusted EBITDA of $31.1 million, or
15.9% of net sales
- Third-quarter operating cash flow of $61.1 million;
third-quarter free cash flow(1) of $52.2 million
- Completed a sale-leaseback of the Secaucus, New Jersey printing
facility in the third quarter, resulting in net proceeds of
approximately $21 million
(1)
Defined as operating cash flow less
capital expenditures
“We continue to see proof points indicating that our
digital-focused strategy is working, making ongoing progress
against our strategy to increase our mix of SaaS-based revenue. In
addition to the 12.8% year-over-year growth in ActiveDisclosure
third-quarter net sales, several marquee clients subscribed to our
ArcPro offering, further increasing our base of recurring
revenues,” said Daniel N. Leib, DFIN’s president and chief
executive officer.
Leib continued, “The global environment for Capital Markets
transactional activity remained challenging throughout the third
quarter, primarily as a result of the M&A market, which also
impacted net sales in our Venue dataroom. Given the environment, we
continued to manage costs, resulting in an adjusted EBITDA margin
of 15.9% in the third quarter of 2019, 150 basis points higher than
last year’s third quarter. We ended the third quarter with net
leverage of 2.5x and remain committed to our disciplined approach
to capital deployment, expecting to end the year at or below the
low end of our targeted leverage range of 2.25x to 2.75x.”
Net Sales
Net sales in the third quarter of 2019 were $195.9 million, a
decrease of $21.0 million, or 9.7%, from the third quarter of 2018
driven largely by lower capital markets transactions, lower mutual
fund print and print-related services and the impact of the sale of
the Language Solutions business. After adjusting for the 2018 sale
of the Language Solutions business, changes in foreign exchange
rates and the 2018 acquisition of eBrevia, organic net sales
decreased 8.2% from the third quarter of 2018.
GAAP Earnings
Third-quarter 2019 net earnings were $14.7 million, or $0.43
earnings per diluted share, compared to net earnings of $48.0
million, or $1.40 earnings per diluted share, in the third quarter
of 2018. The third quarter 2019 net earnings included an after-tax
gain of $14.3 million, or $0.41 per diluted share, related to the
sale of the Company’s Secaucus, New Jersey facility and after-tax
charges of $4.2 million, or $0.11 per diluted share, all of which
are excluded from the presentation of non-GAAP earnings. Third
quarter 2018 includes an after-tax gain of $38.4 million, or $1.13
per diluted share, related to the gain on the sale of Language
Solutions, an after-tax gain of $8.5 million, or $0.25 per diluted
share, related to the gain on an equity investment and after-tax
charges of $8.3 million, or $0.25 per diluted share, all of which
are excluded from the presentation of non-GAAP earnings.
Non-GAAP Adjusted EBITDA and Net Earnings
Non-GAAP adjusted EBITDA in the third quarter of 2019 was $31.1
million, compared to $31.3 million in the third quarter of 2018.
Non-GAAP adjusted EBITDA margin in the third quarter of 2019 was
15.9%, 150 basis points higher than in the third quarter of 2018.
The slight decrease in Non-GAAP adjusted EBITDA was primarily
driven by lower Capital Markets transactional activity as well as
lower mutual fund-related net sales and the impact of the sale of
the Language Solutions business, partially offset by the impact of
cost saving initiatives and lower incentive compensation.
Non-GAAP net earnings totaled $4.6 million, or $0.13 per diluted
share, in the third quarter of 2019 compared to non-GAAP net
earnings of $9.4 million, or $0.27 per diluted share, in the third
quarter of 2018. Reconciliations of net earnings to non-GAAP
adjusted EBITDA and non-GAAP net earnings, as well as non-GAAP
adjusted EBITDA margin, are presented in the attached
schedules.
Sale of the Language Solutions Business
On July 22, 2018, the Company sold its Language Solutions
business for net proceeds of $77.5 million in cash. As such,
third-quarter 2019 results exclude Language Solutions, while
third-quarter 2018 results include Language Solutions. The sale
negatively impacted the third-quarter net sales comparison by $3.2
million and negatively impacted the gross profit and non-GAAP
adjusted EBITDA comparisons by approximately $1.2 million and $0.5
million, respectively, inclusive of estimated net stranded
costs.
On a full-year basis for 2019, the sale negatively impacts the
year-over-year net sales comparison by $41.8 million and negatively
impacts the gross profit and non-GAAP adjusted EBITDA comparisons
by approximately $12.0 million and $3.0 million, respectively,
inclusive of estimated net stranded costs.
2019 Guidance
The Company provides the following updated full-year guidance
for 2019, which reflects the weak third-quarter capital markets
transactional environment continuing for the balance of the year.
In addition, taxes and fees associated with the sale of the
Secaucus, New Jersey facility are expected to have a negative
impact on 2019 full-year free cash flow of approximately $10
million.
Current
Guidance
Previous
Guidance
Net sales
$870 to $890 million
$910 to $940 million
Non-GAAP adjusted EBITDA
Approximately $135 million
$145 to $155 million
Depreciation and amortization
Approximately $50 million
Approximately $48 million
Interest expense
Approximately $34 million
Approximately $35 million
Non-GAAP effective tax rate(1)
Approximately 32%
29% to 31%
Diluted share count
Approximately 35 million
Approximately 35 million
Capital expenditures
Approximately $45 million
$40 to $45 million
Free cash flow(2)
$20 to $25 million
$40 to $45 million
(1)
Current guidance includes impact of a
valuation allowance on certain operations
(2)
Defined as operating cash flow less
capital expenditures; current guidance includes approximately $10
million of payments for taxes and fees associated with the sale of
the Secaucus, New Jersey facility that were not contemplated in the
Company’s previous guidance.
Certain components of the guidance given above are provided on a
non-GAAP basis only, without providing a reconciliation to guidance
provided on a GAAP basis. Information is presented in this manner,
consistent with SEC rules, because the preparation of such a
reconciliation could not be accomplished without “unreasonable
efforts.” The Company does not have access to certain information
that would be necessary to provide such a reconciliation, including
non-recurring items that are not indicative of the Company’s
ongoing operations. Such items include, but are not limited to,
restructuring charges, impairment charges, spinoff-related
transaction expenses, acquisition-related expenses, gains or losses
on investments and business disposals and other similar gains or
losses not reflective of the Company's ongoing operations. The
Company does not believe that this information is likely to be
significant to an assessment of the Company’s ongoing operations,
given that it is not an indicator of business performance.
Conference Call Details
DFIN will hold a conference call and webcast today, Tuesday,
November 5, 2019 at 9:00 a.m. Eastern time (8:00 a.m. Central time)
to discuss its third-quarter fiscal year 2019 financial results,
provide a general business update and respond to investor
questions.
The conference call can be accessed via telephone as
follows:
Domestic toll-free #: 833-227-5840
International toll #: 647-689-4064
Conference ID: 8674475
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 call to register, download and install any necessary
audio software.
If you are unable to participate during the live teleconference,
a replay of the conference call will be available from 12:00 a.m.
Eastern time, November 5, 2019 until 11:59 p.m. Eastern time,
November 12, 2019. To access the replay, please dial 800-585-8367
(domestic) or 416-621-4642 (international). The Conference ID for
the replay is: 8674475. The replay will also be available as a
webcast on the Company’s investor relations website.
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 Twitter @DFINSolutions or on LinkedIn.
Use of non-GAAP Information
This news release contains certain non-GAAP measures, including
non-GAAP SG&A, non-GAAP SG&A as % of total net sales,
non-GAAP income from operations, non-GAAP operating margin,
non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP
effective tax rate, non-GAAP net earnings, non-GAAP diluted
earnings per share, free cash flow and organic net sales. The
Company believes that these non-GAAP 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.
Our non-GAAP statement of operations measures, non-GAAP
SG&A, non-GAAP SG&A as % of total net sales, non-GAAP
income from operations, non-GAAP operating margin, non-GAAP
adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP
effective tax rate, non-GAAP net earnings and 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 acquisition activities, spin-off related
expenses, non-recurring investor-related fees, 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
and gain or loss on certain equity investments 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 exchange rates and the purchase or disposition of
businesses.
These non-GAAP 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 "Risk
Factors" in DFIN's Form 10-K for the fiscal year ended December 31,
2018, those discussed under “Cautionary Statement” in DFIN’s
quarterly Form 10-Q filings, 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.
Condensed Consolidated Balance
Sheets
As of September 30, 2019 and
December 31, 2018
(UNAUDITED)
(in millions, except per share
data)
September 30, 2019
December 31, 2018
Assets
Cash and cash equivalents
$
32.1
$
47.3
Receivables, less allowances for doubtful
accounts of $9.3 in 2019 (2018 - $7.9)
201.2
172.9
Inventories
13.7
12.1
Prepaid expenses and other current
assets
21.0
16.7
Total Current Assets
268.0
249.0
Property, plant and equipment - net
25.0
32.2
Right-of-use assets
85.7
—
Software - net
53.6
47.8
Goodwill
450.2
450.0
Other intangible assets - net
26.3
37.2
Deferred income taxes
10.8
9.7
Other noncurrent assets
42.7
42.8
Total Assets
$
962.3
$
868.7
Liabilities
Accounts payable
$
50.6
$
72.4
Accrued liabilities
142.9
126.0
Total Current Liabilities
193.5
198.4
Long-term debt
364.1
362.7
Deferred compensation liabilities
19.8
19.5
Pension and other postretirement benefits
plan liabilities
47.7
51.3
Noncurrent lease liabilities
63.2
—
Other noncurrent liabilities
7.9
10.8
Total Liabilities
696.2
642.7
Equity
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued: 34.5 shares in 2019 (2018 - 34.2
shares)
0.3
0.3
Treasury stock, at cost: 0.2 shares in
2019 (2018 - 0.1 shares)
(3.7
)
(2.4
)
Additional paid-in capital
224.0
216.5
Retained earnings
124.9
94.3
Accumulated other comprehensive loss
(79.4
)
(82.7
)
Total Equity
266.1
226.0
Total Liabilities and
Equity
$
962.3
$
868.7
Donnelley Financial Solutions,
Inc.
Condensed Consolidated Statements
of Operations
For the Three and Nine Months
Ended September 30, 2019 and 2018
(UNAUDITED)
(in millions, except per share
data)
For the Three Months
Ended
September 30,
For the Nine Months
Ended
September 30,
2019
2018
2019
2018
Services net sales
$
130.4
$
138.5
$
419.5
$
485.9
Products net sales
65.5
78.4
264.9
276.8
Total net sales
195.9
216.9
684.4
762.7
Services cost of sales (1)
66.9
75.5
217.9
253.4
Products cost of sales (1)
54.4
57.8
206.3
204.1
Total cost of sales (1)
121.3
133.3
424.2
457.5
Selling, general and administrative
expenses (SG&A) (1)
46.2
62.6
159.0
203.8
Restructuring, impairment and other
charges - net
2.8
0.8
8.7
4.1
Depreciation and amortization
12.7
11.6
36.8
33.1
Other operating income (2)
(19.2
)
(53.5
)
(16.4
)
(53.5
)
Income from operations
32.1
62.1
72.1
117.7
Interest expense - net
8.6
8.4
26.6
27.2
Investment and other income - net
(0.5
)
(14.0
)
(1.6
)
(15.6
)
Earnings before income taxes
24.0
67.7
47.1
106.1
Income tax expense (3)
9.3
19.7
16.5
31.5
Net earnings
$
14.7
$
48.0
$
30.6
$
74.6
Net earnings per share:
Basic net earnings per share
$
0.43
$
1.42
$
0.90
$
2.21
Diluted net earnings per share
$
0.43
$
1.40
$
0.89
$
2.19
Weighted average number of common
shares outstanding:
Basic
34.2
33.9
34.1
33.8
Diluted
34.3
34.2
34.2
34.0
Additional
information:
Gross margin (1)
38.1
%
38.5
%
38.0
%
40.0
%
SG&A as a % of total net sales (1)
23.6
%
28.9
%
23.2
%
26.7
%
Operating margin
16.4
%
28.6
%
10.5
%
15.4
%
Effective tax rate (3)
38.8
%
29.1
%
35.0
%
29.7
%
(1)
Exclusive of depreciation and
amortization
(2)
Includes the gain on sale of a building
and a loss related to the July 2018 disposition of the Language
Solutions business for the nine months ended September 30, 2019 as
well as the gain on the sale of the Language Solutions business
recognized during the nine months ended September 30, 2018
(3)
Includes the impact of a valuation
allowance recognized on certain operations for the three and nine
months ended September 30, 2019
Donnelley Financial Solutions,
Inc.
Reconciliation of GAAP to
Non-GAAP Measures
For the Three and Nine Months
Ended September 30, 2019 and 2018
(UNAUDITED)
(in millions, except per share
data)
For the Three Months Ended
September 30, 2019
For the Nine Months Ended
September 30, 2019
SG&A
Income
from
operations
Operating
margin
Net
earnings
Net
earnings
per diluted
share
SG&A
Income
from
operations
Operating
margin
Net
earnings
Net
earnings
per diluted
share
GAAP basis measures
$
46.2
$
32.1
16.4
%
$
14.7
$
0.43
$
159.0
$
72.1
10.5
%
$
30.6
$
0.89
Non-GAAP adjustments:
Gain on sale of building
—
(19.2
)
(9.8
%)
(14.3
)
(0.41
)
—
(19.2
)
(2.8
%)
(14.3
)
(0.41
)
Restructuring, impairment and other
charges - net
—
2.8
1.4
%
2.0
0.06
—
8.7
1.3
%
6.5
0.19
Share-based compensation expense
(2.6
)
2.6
1.3
%
1.9
0.05
(7.7
)
7.7
1.1
%
5.7
0.17
Loss on sale of business
—
—
—
—
—
—
2.8
0.4
%
2.1
0.06
Investor-related expenses
—
—
—
—
—
(1.5
)
1.5
0.2
%
1.1
0.03
Spin-off related transaction expenses
—
—
—
—
—
(0.4
)
0.4
0.1
%
0.3
0.01
Acquisition-related expenses
(0.1
)
0.1
0.1
%
0.1
—
(0.1
)
0.1
—
0.1
—
Income tax adjustments (1)
—
—
—
0.2
—
—
—
—
0.1
—
Total Non-GAAP adjustments
(2.7
)
(13.7
)
(7.0
%)
(10.1
)
(0.30
)
(9.7
)
2.0
0.3
%
1.6
0.05
Non-GAAP measures
$
43.5
$
18.4
9.4
%
$
4.6
$
0.13
$
149.3
$
74.1
10.8
%
$
32.2
$
0.94
For the Three Months Ended
September 30, 2018
For the Nine Months Ended
September 30, 2018
SG&A
Income
from
operations
Operating
margin
Net
earnings
Net
earnings
per diluted
share
SG&A
Income
from
operations
Operating
margin
Net
earnings
Net
earnings
per diluted
share
GAAP basis measures
$
62.6
$
62.1
28.6
%
$
48.0
$
1.40
$
203.8
$
117.7
15.4
%
$
74.6
$
2.19
Non-GAAP adjustments:
Gain on sale of business
—
(53.5
)
(24.7
%)
(38.4
)
(1.13
)
—
(53.5
)
(7.0
%)
(38.4
)
(1.13
)
Gain on equity investment
—
—
—
(8.5
)
(0.25
)
—
—
—
(8.5
)
(0.26
)
Restructuring, impairment and other
charges - net
—
0.8
0.4
%
0.6
0.02
—
4.1
0.5
%
3.0
0.09
Spin-off related transaction expenses
(3.7
)
3.7
1.7
%
2.9
0.09
(19.9
)
19.9
2.6
%
14.5
0.43
Share-based compensation expense
(2.1
)
2.1
1.0
%
1.6
0.05
(7.2
)
7.2
0.9
%
5.3
0.16
Disposition-related expenses
(4.5
)
4.5
2.1
%
3.2
0.09
(6.5
)
6.5
0.9
%
4.7
0.14
Acquisition-related expenses
—
—
—
—
—
(0.5
)
0.5
0.1
%
0.3
0.01
Total Non-GAAP adjustments
(10.3
)
(42.4
)
(19.5
%)
(38.6
)
(1.13
)
(34.1
)
(15.3
)
(2.0
%)
(19.1
)
(0.56
)
Non-GAAP measures
$
52.3
$
19.7
9.1
%
$
9.4
$
0.27
$
169.7
$
102.4
13.4
%
$
55.5
$
1.63
(1)
During the first quarter of 2017, the
Company adopted Accounting Standards Update No. 2016-09
“Compensation–Stock Compensation (Topic 718): Improvements to
Employee Share Based Payment Accounting," which required all excess
tax benefits and tax deficiencies to be recognized as discrete
items within income tax expense or benefit in the income statement
in the reporting period in which they occur. Beginning in the first
quarter of 2019, these discrete tax items are excluded from
Non-GAAP income tax expense or benefit. Prior periods have not been
revised.
The Company believes that certain non-GAAP
measures, when presented in conjunction with comparable GAAP
measures, are useful because that information is an appropriate
measure for evaluating the Company’s operating performance.
Internally, the Company uses this non-GAAP information as an
indicator of business performance, and evaluates management’s
effectiveness with specific reference to this indicator. These
measures should be considered in addition to, not a substitute for,
or superior to, measures of financial performance prepared in
accordance with GAAP.
Donnelley Financial Solutions,
Inc.
Segment GAAP to Non-GAAP
Operating Income and Non-GAAP Adjusted EBITDA and Margin
Reconciliation
For the Three Months Ended
September 30, 2019 and 2018
(UNAUDITED)
(in millions)
U.S.
International
Corporate
Consolidated
For the Three
Months Ended September 30, 2019
Net sales
$
173.7
$
22.2
$
—
$
195.9
Income (loss) from operations
39.2
(0.9
)
(6.2
)
32.1
Operating margin %
22.6
%
(4.1
%)
nm
16.4
%
Non-GAAP
Adjustments
Gain on sale of building
(19.2
)
—
—
(19.2
)
Restructuring, impairment and other
charges - net
1.6
—
1.2
2.8
Share-based compensation expense
—
—
2.6
2.6
Acquisition-related expenses
—
—
0.1
0.1
Total Non-GAAP adjustments
(17.6
)
—
3.9
(13.7
)
Non-GAAP income (loss) from operations
$
21.6
$
(0.9
)
$
(2.3
)
$
18.4
Non-GAAP operating margin %
12.4
%
(4.1
%)
nm
9.4
%
Depreciation and amortization
10.6
2.0
0.1
12.7
Non-GAAP Adjusted EBITDA
$
32.2
$
1.1
$
(2.2
)
$
31.1
Non-GAAP Adjusted EBITDA margin %
18.5
%
5.0
%
nm
15.9
%
For the Three
Months Ended September 30, 2018
Net sales
$
185.5
$
31.4
$
—
$
216.9
Income (loss) from operations
48.4
27.0
(13.3
)
62.1
Operating margin %
26.1
%
86.0
%
nm
28.6
%
Non-GAAP
Adjustments
Gain on sale of business
(26.6
)
(26.9
)
—
(53.5
)
Restructuring, impairment and other
charges - net
0.6
0.1
0.1
0.8
Spin-off related transaction expenses
1.6
—
2.1
3.7
Share-based compensation expense
—
—
2.1
2.1
Disposition-related expenses
—
1.2
3.3
4.5
Total Non-GAAP adjustments
(24.4
)
(25.6
)
7.6
(42.4
)
Non-GAAP income (loss) from operations
$
24.0
$
1.4
$
(5.7
)
$
19.7
Non-GAAP operating margin %
12.9
%
4.5
%
nm
9.1
%
Depreciation and amortization
10.3
1.2
0.1
11.6
Non-GAAP Adjusted EBITDA
$
34.3
$
2.6
$
(5.6
)
$
31.3
Non-GAAP Adjusted EBITDA margin %
18.5
%
8.3
%
nm
14.4
%
Donnelley Financial Solutions,
Inc.
Segment GAAP to Non-GAAP
Operating Income and Non-GAAP Adjusted EBITDA and Margin
Reconciliation
For the Nine Months Ended
September 30, 2019 and 2018
(UNAUDITED)
(in millions)
U.S.
International
Corporate
Consolidated
For the Nine
Months Ended September 30, 2019
Net sales
$
599.7
$
84.7
$
—
$
684.4
Income (loss) from operations
100.9
(2.6
)
(26.2
)
72.1
Operating margin %
16.8
%
(3.1
%)
nm
10.5
%
Non-GAAP
Adjustments
Gain on sale of building
(19.2
)
—
—
(19.2
)
Restructuring, impairment and other
charges - net
4.9
1.0
2.8
8.7
Share-based compensation expense
—
—
7.7
7.7
Loss on sale of business
1.2
1.6
—
2.8
Investor-related expenses
—
—
1.5
1.5
Spin-off related transaction expenses
—
—
0.4
0.4
Acquisition-related expenses
—
—
0.1
0.1
Total Non-GAAP adjustments
(13.1
)
2.6
12.5
2.0
Non-GAAP income (loss) from operations
$
87.8
$
—
$
(13.7
)
$
74.1
Non-GAAP operating margin %
14.6
%
—
%
nm
10.8
%
Depreciation and amortization
31.0
5.4
0.4
36.8
Non-GAAP Adjusted EBITDA
$
118.8
$
5.4
$
(13.3
)
$
110.9
Non-GAAP Adjusted EBITDA margin %
19.8
%
6.4
%
nm
16.2
%
For the Nine
Months Ended September 30, 2018
Net sales
$
641.1
$
121.6
$
—
$
762.7
Income (loss) from operations
121.7
31.1
(35.1
)
117.7
Operating margin %
19.0
%
25.6
%
nm
15.4
%
Non-GAAP
Adjustments
Gain on sale of business
(26.6
)
(26.9
)
—
(53.5
)
Restructuring, impairment and other
charges - net
1.9
1.9
0.3
4.1
Spin-off related transaction expenses
15.6
—
4.3
19.9
Share-based compensation expense
—
—
7.2
7.2
Disposition-related expenses
—
1.2
5.3
6.5
Acquisition-related expenses
—
—
0.5
0.5
Total Non-GAAP adjustments
(9.1
)
(23.8
)
17.6
(15.3
)
Non-GAAP income (loss) from operations
$
112.6
$
7.3
$
(17.5
)
$
102.4
Non-GAAP operating margin %
17.6
%
6.0
%
nm
13.4
%
Depreciation and amortization
28.7
4.0
0.4
33.1
Non-GAAP Adjusted EBITDA
$
141.3
$
11.3
$
(17.1
)
$
135.5
Non-GAAP Adjusted EBITDA margin %
22.0
%
9.3
%
nm
17.8
%
Donnelley Financial Solutions,
Inc.
Condensed Consolidated Statements
of Cash Flows
For the Nine Months Ended
September 30, 2019 and 2018
(UNAUDITED)
(in millions)
For the Nine Months Ended
September 30,
2019
2018
Net earnings
$
30.6
$
74.6
Adjustments to reconcile net earnings to
net cash (used in) provided by operating activities:
Depreciation and amortization
36.8
33.1
Provision for doubtful accounts
receivable
3.3
4.5
Share-based compensation
7.7
7.2
Deferred income taxes
(1.6
)
6.4
Changes in uncertain tax positions
—
(0.2
)
Net pension plan income
(1.5
)
(2.4
)
Gain on change in fair value of
investment
—
(11.8
)
Gain on sale of building
(19.2
)
—
Loss (gain) on disposition
2.8
(53.5
)
Other
23.0
0.6
Changes in operating assets and
liabilities - net of acquisitions:
Accounts receivable - net
(31.9
)
(70.8
)
Inventories
(1.6
)
(2.7
)
Prepaid expenses and other current
assets
0.9
2.5
Accounts payable
(22.3
)
3.4
Income taxes payable and receivable
(3.2
)
17.2
Accrued liabilities and other
(27.2
)
4.0
Pension and other postretirement benefits
plan contributions
(0.8
)
(1.7
)
Net cash (used in) provided by
operating activities
$
(4.2
)
$
10.4
Capital expenditures
(35.1
)
(22.8
)
Proceeds from sale of building
30.6
—
Acquisition of business, net of cash
acquired
(2.6
)
—
(Purchase) sale of investment
(2.3
)
3.1
Proceeds from disposition
—
77.1
Net cash (used in) provided by
investing activities
$
(9.4
)
$
57.4
Revolving facility borrowings
413.0
255.0
Payments on revolving facility
borrowings
(413.0
)
(255.0
)
Payments on long-term debt
—
(62.5
)
Proceeds from issuance of common stock
—
1.2
Treasury share repurchases
(1.3
)
(0.8
)
Debt issuance costs
(0.2
)
—
Net cash used in financing
activities
$
(1.5
)
$
(62.1
)
Effect of exchange rate on cash, cash
equivalents and restricted cash
2.2
(1.5
)
Net (decrease) increase in cash, cash
equivalents and restricted cash
(12.9
)
4.2
Cash, cash equivalents and restricted cash
at beginning of year
47.4
52.0
Cash, cash equivalents and restricted
cash at end of period
$
34.5
$
56.2
Donnelley Financial Solutions,
Inc.
Condensed Consolidated Statements
of Cash Flows
For the Nine Months Ended
September 30, 2019 and 2018
(UNAUDITED)
(in millions)
Additional
Information:
2019
2018
For the Nine Months Ended September
30:
Net cash (used in) provided by operating
activities
$
(4.2
)
$
10.4
Less: capital expenditures
35.1
22.8
Free cash flow
$
(39.3
)
$
(12.4
)
2019
2018
For the Six Months Ended June 30:
Net cash used in operating activities
$
(65.3
)
$
(50.2
)
Less: capital expenditures
26.2
15.6
Free cash flow
$
(91.5
)
$
(65.8
)
2019
2018
For the Three Months Ended September
30:
Net cash provided by operating
activities
$
61.1
$
60.6
Less: capital expenditures
8.9
7.2
Free cash flow
$
52.2
$
53.4
Donnelley Financial Solutions,
Inc.
Reconciliation of Reported to
Organic Net Sales
For the Three and Nine Months
Ended September 30, 2019 and 2018
(UNAUDITED)
(in millions)
U.S.
Capital Markets
Investment Markets
Language Solutions
Total U.S.
International
Consolidated
Reported Net
Sales:
For the Three Months Ended September 30,
2019
$
97.1
$
76.6
$
—
$
173.7
$
22.2
$
195.9
For the Three Months Ended September 30,
2018 (1)
102.5
81.8
1.2
185.5
31.4
216.9
Net sales change
(5.3
%)
(6.4
%)
(100.0
%)
(6.4
%)
(29.3
%)
(9.7
%)
Supplementary
non-GAAP information:
Year-over-year impact of changes in
foreign exchange (FX) rates
—
%
—
%
—
%
—
%
(1.9
%)
(0.3
%)
Year-over-year impact of the Language
Solutions disposition
—
%
—
%
(100.0
%)
(0.7
%)
(6.4
%)
(1.5
%)
Year-over-year impact of the eBrevia
acquisition
0.6
%
—
%
—
%
0.3
%
—
%
0.3
%
Net organic sales change (2)
(5.9
%)
(6.4
%)
—
%
(6.0
%)
(21.0
%)
(8.2
%)
U.S.
Capital Markets
Investment Markets
Language Solutions
Total U.S.
International
Consolidated
Reported Net
Sales:
For the Nine Months Ended September 30,
2019
$
335.1
$
264.6
$
—
$
599.7
$
84.7
$
684.4
For the Nine Months Ended September 30,
2018 (1)
364.6
262.8
13.7
641.1
121.6
762.7
Net sales change
(8.1
%)
0.7
%
(100.0
%)
(6.5
%)
(30.3
%)
(10.3
%)
Supplementary
non-GAAP information:
Year-over-year impact of changes in
foreign exchange (FX) rates
—
%
—
%
—
%
—
%
(2.3
%)
(0.4
%)
Year-over-year impact of the Language
Solutions disposition
—
%
—
%
(100.0
%)
(2.2
%)
(23.1
%)
(5.4
%)
Year-over-year impact of the eBrevia
acquisition
0.5
%
—
%
—
%
0.3
%
—
%
0.2
%
Net organic sales change (2)
(8.6
%)
0.7
%
—
%
(4.6
%)
(4.9
%)
(4.7
%)
(1)
Adjusted for the impact of changes in FX
rates, the Language Solutions disposition and the eBrevia
acquisition.
Donnelley Financial Solutions,
Inc.
Reconciliation of GAAP Net
Earnings (Loss) to Non-GAAP Adjusted EBITDA
For the Three and Twelve Months
Ended September 30, 2019 and 2018
(UNAUDITED)
(in millions)
For the Twelve
Months Ended
For the Three Months
Ended
September 30, 2019
September 30, 2019
June 30, 2019
March 31, 2019
December 31, 2018
GAAP net earnings (loss)
$
29.6
$
14.7
$
17.3
$
(1.4
)
$
(1.0
)
Adjustments
Income tax expense (benefit)
14.1
9.3
7.5
(0.3
)
(2.4
)
Interest expense-net
36.1
8.6
9.1
8.9
9.5
Investment and other income-net
(4.3
)
(0.5
)
(0.5
)
(0.6
)
(2.7
)
Depreciation and amortization
49.5
12.7
12.0
12.1
12.7
Gain on sale of building
(19.2
)
(19.2
)
—
—
—
Restructuring, impairment and other
charges-net
9.0
2.8
3.8
2.1
0.3
Share-based compensation expense
9.7
2.6
3.6
1.5
2.0
Investor-related expenses
2.0
—
0.5
1.0
0.5
Spin-off related transaction expenses
0.6
—
—
0.4
0.2
Loss (gain) on sale of business
2.5
—
2.8
—
(0.3
)
Disposition-related expenses
0.3
—
—
—
0.3
Acquisition-related expenses
0.4
0.1
—
—
0.3
Total Non-GAAP adjustments
100.7
16.4
38.8
25.1
20.4
Non-GAAP adjusted EBITDA
$
130.3
$
31.1
$
56.1
$
23.7
$
19.4
Net sales
$
884.7
$
195.9
$
258.9
$
229.6
$
200.3
Non-GAAP adjusted EBITDA margin %
14.7
%
15.9
%
21.7
%
10.3
%
9.7
%
For the Twelve
Months Ended
For the Three Months
Ended
September 30, 2018
September 30, 2018
June 30, 2018
March 31, 2018
December 31, 2017
GAAP net earnings (loss)
$
50.9
$
48.0
$
18.9
$
7.7
$
(23.7
)
Adjustments
Income tax expense
56.0
19.7
8.3
3.5
24.5
Interest expense-net
37.4
8.4
9.8
9.0
10.2
Investment and other income-net
(16.5
)
(14.0
)
(0.8
)
(0.8
)
(0.9
)
Depreciation and amortization
45.9
11.6
11.1
10.4
12.8
Restructuring, impairment and other
charges-net
4.8
0.8
2.6
0.7
0.7
Share-based compensation expense
8.8
2.1
3.3
1.8
1.6
Spin-off related transaction expenses
26.6
3.7
8.4
7.8
6.7
Gain on sale of business
(53.5
)
(53.5
)
—
—
—
Disposition-related expenses
6.5
4.5
1.5
0.5
—
Acquisition-related expenses
0.7
—
0.3
0.2
0.2
Total Non-GAAP adjustments
116.7
(16.7
)
44.5
33.1
55.8
Non-GAAP adjusted EBITDA
$
167.6
$
31.3
$
63.4
$
40.8
$
32.1
Net sales
$
987.5
$
216.9
$
290.6
$
255.2
$
224.8
Non-GAAP adjusted EBITDA margin %
17.0
%
14.4
%
21.8
%
16.0
%
14.3
%
Donnelley Financial Solutions,
Inc.
Debt and Liquidity Summary
As of September 30, 2019 and 2018
and December 31, 2018
(UNAUDITED)
(in millions)
Total
Liquidity
September 30, 2019
December 31, 2018
September 30, 2018
Availability
Stated amount of the Revolving Facility
(1)
$
300.0
$
300.0
$
300.0
Less: availability reduction from
covenants
144.6
45.3
90.9
Amount available under the Revolving
Facility
155.4
254.7
209.1
Usage
Borrowings under the Revolving
Facility
—
—
—
Impact on availability related to
outstanding letters of credit
—
—
—
Amount used under the Revolving
Facility
—
—
—
Availability under the Revolving
Facility
155.4
254.7
209.1
Cash (2)
32.1
47.3
56.2
Net Available Liquidity
$
187.5
$
302.0
$
265.3
Short-term debt
$
—
$
—
$
—
Long-term debt
364.1
362.7
397.2
Total debt
$
364.1
$
362.7
$
397.2
Non-GAAP adjusted EBITDA for the twelve
months ended September 30, 2019 and 2018, and the year ended
December 31, 2018
$
130.3
$
154.9
$
167.6
Non-GAAP Gross Leverage (defined as
total debt divided by non-GAAP adjusted EBITDA)
2.8
x
2.3
x
2.4
x
Non-GAAP Net Debt (defined as total debt
less cash)
$
332.0
$
315.4
$
341.0
Non-GAAP Net Leverage (defined as
non-GAAP Net Debt divided by non-GAAP adjusted EBITDA)
2.5
x
2.0
x
2.0
x
(1)
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 Leverage Ratio, both
as defined and calculated in the Credit Agreement. There were no
outstanding borrowings under the Revolving Facility as of September
30, 2019. Based on the Company’s results of operations for the
twelve months ended September 30, 2019 and existing debt, the
Company would have had the ability to utilize an incremental $155.4
million of the $300.0 million Revolving Facility and not have been
in violation of the terms of the agreement.
(2)
Approximately 38% of cash as of September 30, 2019, 37% of cash as
of December 31, 2018 and 54% of cash as of September 30, 2018 was
located outside of the U.S. The Company repatriated excess cash at
its foreign subsidiaries to the U.S. during the nine months ended
September 30, 2019 and does not plan to make additional cash
repatriations during the fourth quarter of 2019.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191105005318/en/
Justin Ritchie Investor Relations
investors@dfinsolutions.com
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