DONNELLEY FINANCIAL SOLUTIONS, INC., 10-Q filed on 03 May 23
 | XBRL Documents
v3.23.1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2023
Apr. 28, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Trading Symbol DFIN  
Entity Registrant Name Donnelley Financial Solutions, Inc.  
Entity Central Index Key 0001669811  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   29,428,414
Entity Shell Company false  
Title of 12(b) Security Common Stock (Par Value $0.01)  
Security Exchange Name NYSE  
Entity File Number 1-37728  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 36-4829638  
Entity Address, Address Line One 35 West Wacker Drive  
Entity Address, City or Town Chicago  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60601  
City Area Code 800  
Local Phone Number 823-5304  
Document Quarterly Report true  
Document Transition Report false  
v3.23.1
Condensed Consolidated Statements of Operations (UNAUDITED) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Total net sales $ 198.6 $ 211.0
Total cost of sales [1] 90.3 98.9
Selling, general and administrative expenses [1] 70.5 64.3
Depreciation and amortization 12.4 10.7
Restructuring, impairment and other charges, net 10.9 1.8
Other operating income, net (0.3) 0.0
Income from operations 14.8 35.3
Interest expense, net 3.5 1.5
Investment and other income, net (6.9) (0.2)
Earnings before income taxes 18.2 34.0
Income tax expense 2.4 7.6
Net earnings $ 15.8 $ 26.4
Net earnings per share:    
Basic $ 0.54 $ 0.80
Diluted $ 0.52 $ 0.77
Weighted average number of common shares outstanding:    
Basic 29.2 32.9
Diluted 30.5 34.4
Tech-enabled Services    
Total net sales $ 78.4 $ 91.7
Total cost of sales 33.3 37.7
Software Solutions    
Total net sales 70.1 69.8
Total cost of sales 28.4 27.5
Print and Distribution    
Total net sales 50.1 49.5
Total cost of sales $ 28.6 $ 33.7
[1] Exclusive of depreciation and amortization
v3.23.1
Condensed Consolidated Statements of Comprehensive Income (UNAUDITED) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Statement of Comprehensive Income [Abstract]    
Net earnings $ 15.8 $ 26.4
Other comprehensive income, net of tax:    
Translation adjustments 0.2 0.1
Adjustment for net periodic pension and other postretirement benefits plans 0.1 0.6
Other comprehensive income, net of tax 0.3 0.7
Comprehensive income $ 16.1 $ 27.1
v3.23.1
Condensed Consolidated Balance Sheets (UNAUDITED) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
ASSETS    
Cash and cash equivalents $ 28.8 $ 34.2
Receivables, less allowances for expected losses of $18.1 in 2023 (2022 - $17.1) 199.7 163.5
Prepaid expenses and other current assets 35.3 28.1
Assets held for sale 2.6 2.6
Total current assets 266.4 228.4
Property, plant and equipment, net 18.2 17.6
Operating lease right-of-use assets 30.0 33.3
Software, net 79.7 75.6
Goodwill 405.8 405.8
Other intangible assets, net 7.6 7.8
Deferred income taxes, net 36.2 33.4
Other noncurrent assets 27.4 26.4
Total assets 871.3 [1] 828.3
LIABILITIES    
Accounts payable 53.6 49.2
Operating lease liabilities 15.9 16.3
Accrued liabilities 132.2 159.3
Total current liabilities 201.7 224.8
Long-term debt 234.8 169.2
Deferred compensation liabilities 14.0 13.6
Pension and other postretirement benefits plans liabilities 42.1 42.9
Noncurrent operating lease liabilities 24.8 28.4
Other noncurrent liabilities 21.2 19.9
Total liabilities 538.6 498.8
Commitments and Contingencies (Note 7)
EQUITY    
Preferred stock, $0.01 par value Authorized: 1.0 shares; Issued: None 0.0 0.0
Common stock, $0.01 par value Authorized: 65.0 shares; Issued and outstanding: 37.9 shares and 29.5 shares in 2023 (2022 - 36.9 shares and 28.9 shares) 0.4 0.4
Treasury stock, at cost: 8.4 shares in 2023 (2022 - 8.0 shares) (240.1) (221.8)
Additional paid-in capital 285.6 280.2
Retained earnings 369.7 353.9
Accumulated other comprehensive loss (82.9) (83.2)
Total equity 332.7 329.5
Total liabilities and equity $ 871.3 $ 828.3
[1] Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments.
v3.23.1
Condensed Consolidated Balance Sheets (UNAUDITED) (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Receivables, allowance for expected losses [1] $ 18.1 $ 17.1
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, authorized 1,000,000.0 1,000,000.0
Preferred stock, Issued 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, Authorized 65,000,000.0 65,000,000.0
Common stock, Issued 37,900,000 36,900,000
Common stock, Outstanding 29,500,000 28,900,000
Treasury stock, Shares 8,400,000 8,000,000.0
[1] As of March 31, 2023, the CECL reserve balance is comprised of a $17.2 million provision for accounts receivable and a $0.9 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $16.5 million provision for accounts receivable and a $0.6 million provision for unbilled receivables and contract assets.
v3.23.1
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
OPERATING ACTIVITIES    
Net earnings $ 15.8 $ 26.4
Adjustments to reconcile net earnings to net cash used in operating activities:    
Depreciation and amortization 12.4 10.7
Provision for expected losses on accounts receivable 3.6 2.3
Share-based compensation expenses 4.3 3.6
Deferred income taxes (2.9) (0.2)
Net pension plan income (0.2) (0.2)
Gain on investment in an equity security (6.7) 0.0
Amortization of right-of-use assets 3.7 4.1
Other 0.2 0.2
Changes in operating assets and liabilities:    
Accounts receivable, net (39.7) (22.2)
Prepaid expenses and other current assets (7.2) (12.2)
Accounts payable 0.6 16.4
Income taxes payable and receivable 2.2 5.3
Accrued liabilities and other (33.1) (81.1)
Operating lease liabilities (4.1) (5.0)
Pension and other postretirement benefits plans contributions (0.4) (0.3)
Net cash used in operating activities (51.5) (52.2)
INVESTING ACTIVITIES    
Capital expenditures (10.6) (9.9)
Proceeds from sale of investment in an equity security 8.9 0.0
Net cash used in investing activities (1.7) (9.9)
FINANCING ACTIVITIES    
Revolving facility borrowings 99.0 113.0
Payments on revolving facility borrowings (33.5) (43.0)
Treasury share repurchases (18.4) (52.6)
Proceeds from exercise of stock options 1.2 0.3
Finance lease payments (0.6) (0.4)
Net cash provided by financing activities 47.7 17.3
Effect of exchange rate on cash and cash equivalents 0.1 0.7
Net decrease in cash and cash equivalents (5.4) (44.1)
Cash and cash equivalents at beginning of year 34.2 54.5
Cash and cash equivalents at end of period 28.8 10.4
Supplemental cash flow information:    
Income taxes paid (net of refunds) 2.7 2.5
Interest paid 4.1 0.9
Non-cash investing activities:    
Non-cash consideration from sale of investment in an equity security (Note 1) $ 2.9 $ 0.0
v3.23.1
Condensed Consolidated Statements of Changes in Stockholders' Equity (UNAUDITED) - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Balance at Dec. 31, 2021 $ 377.0 $ 0.4 $ (57.1) $ 260.6 $ 251.4 $ (78.3)
Balance (in shares) at Dec. 31, 2021   35.9 2.9      
Net earnings 26.4 $ 0.0 $ 0.0 0.0 26.4 0.0
Other comprehensive income 0.7 0.0 0.0 0.0 0.0 0.7
Share-based compensation expense 3.6 0.0 0.0 3.6 0.0 0.0
Common stock repurchases (42.1) $ 0.0 $ (42.1) 0.0 0.0 0.0
Common stock repurchases, shares   0.0 1.2      
Issuance of share-based awards, net of withholdings and other (11.7) $ 0.0 $ (11.9) 0.2 0.0 0.0
Issuance of share-based awards, net of withholdings and other (in shares)   0.9 0.3      
Balance at Mar. 31, 2022 353.9 $ 0.4 $ (111.1) 264.4 277.8 (77.6)
Balance (in shares) at Mar. 31, 2022   36.8 4.4      
Balance at Dec. 31, 2022 $ 329.5 $ 0.4 $ (221.8) 280.2 353.9 (83.2)
Balance (in shares) at Dec. 31, 2022 36.9 36.9 8.0      
Net earnings $ 15.8 $ 0.0 $ 0.0 0.0 15.8 0.0
Other comprehensive income 0.3 0.0 0.0 0.0 0.0 0.3
Share-based compensation expense 4.3 0.0 0.0 4.3 0.0 0.0
Common stock repurchases (1.3) $ 0.0 $ (1.3) 0.0 0.0 0.0
Common stock repurchases, shares   0.0 0.0      
Issuance of share-based awards, net of withholdings and other (15.9) $ 0.0 $ (17.0) 1.1 0.0 0.0
Issuance of share-based awards, net of withholdings and other (in shares)   1.0 0.4      
Balance at Mar. 31, 2023 $ 332.7 $ 0.4 $ (240.1) $ 285.6 $ 369.7 $ (82.9)
Balance (in shares) at Mar. 31, 2023 37.9 37.9 8.4      
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Overview, Basis of Presentation and Significant Accounting Policies

Note 1. Overview, Basis of Presentation and Significant Accounting Policies

Description of Business

DFIN is a leading global risk and compliance solutions company. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s precise needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for cases where it is still regulatorily required or requested by investors.

The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. For its capital markets clients, the Company offers solutions that allow public companies to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations including filing agent services, digital document creation and online content management tools that support their corporate financial transactions and regulatory reporting; solutions to facilitate clients’ communications with their investors; and virtual data rooms and other deal management solutions. For investment companies, including mutual fund, insurance-investment and alternative investment companies, the Company provides solutions for creating, compiling and filing regulatory communications as well as solutions for investors designed to improve the access to and accuracy of their investment information.

Services and Products

The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of Venue® Virtual Data Room (“Venue”), ActiveDisclosure®, eBrevia and the Arc Suite® software platform ("Arc Suite"), among others. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transaction solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping.

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year.

Significant Accounting Policies

Use of Estimates—The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report.

Allowances for Expected Losses—Transactions affecting the current expected credit loss (“CECL”) reserve during the three months ended March 31, 2023 and 2022 were as follows:

 

 

March 31,

 

 

 

2023

 

 

2022

 

Balance, beginning of year (a)

 

$

17.1

 

 

$

12.7

 

Provisions charged to expense

 

 

3.6

 

 

 

2.3

 

Write-offs, reclassifications and other

 

 

(2.6

)

 

 

(0.5

)

Balance, end of period (a)

 

$

18.1

 

 

$

14.5

 

 

(a)
As of March 31, 2023, the CECL reserve balance is comprised of a $17.2 million provision for accounts receivable and a $0.9 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $16.5 million provision for accounts receivable and a $0.6 million provision for unbilled receivables and contract assets.

Assets Held for Sale—As of March 31, 2023 and December 31, 2022, the Company had land held for sale with a carrying value of $2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $13.0 million. The closing of this transaction is subject to a due diligence period, a period to obtain needed entitlements and customary closing conditions and there is no assurance that the sale will be completed.

Property, Plant and Equipment, net—The components of the Company’s property, plant and equipment, net at March 31, 2023 and December 31, 2022 were as follows:

 

 

March 31, 2023

 

 

December 31, 2022

 

Land

 

$

0.3

 

 

$

0.3

 

Buildings

 

 

20.2

 

 

 

20.2

 

Machinery and equipment

 

 

68.5

 

 

 

66.8

 

 

 

 

89.0

 

 

 

87.3

 

Less: Accumulated depreciation

 

 

(70.8

)

 

 

(69.7

)

Total

 

$

18.2

 

 

$

17.6

 

Depreciation expense was $1.9 million and $1.6 million for the three months ended March 31, 2023 and 2022, respectively.

Software, net—Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $10.3 million and $8.9 million for the three months ended March 31, 2023 and 2022, respectively.

Investments—The carrying value of the Company’s investments in equity securities was $6.3 million and $8.5 million at March 31, 2023 and December 31, 2022, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three months ended March 31, 2023, there were no events or changes in circumstances that suggested an impairment or an observable price change.

During the three months ended March 31, 2023, the Company sold an investment in an equity security and received proceeds of $11.8 million, including $8.9 million of cash and common stock of the acquiror. The sale resulted in a net realized gain of $6.7 million, which is included in investment and other income, net, on the Unaudited Condensed Consolidated Statements of Operations within Corporate.

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the standard prospectively on January 1, 2023. The adoption of this standard did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements.
v3.23.1
Revenue
 3 Months Ended
Mar. 31, 2023
Revenue Recognition [Abstract]  
Revenue

Note 2. Revenue

Revenue Recognition

The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including Venue, Arc Suite, ActiveDisclosure, among others, and provides digital document creation, online content management and print and distribution solutions.

Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report.

Disaggregation of Revenue

The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

 

Tech-enabled Services

 

 

Software Solutions

 

 

Print and Distribution

 

 

Total

 

 

Tech-enabled Services

 

 

Software Solutions

 

 

Print and Distribution

 

 

Total

 

Capital Markets - Software Solutions

 

$

—

 

 

$

43.7

 

 

$

—

 

 

$

43.7

 

 

$

—

 

 

$

44.7

 

 

$

—

 

 

$

44.7

 

Capital Markets - Compliance and Communications Management

 

 

60.7

 

 

 

—

 

 

 

33.4

 

 

 

94.1

 

 

 

71.1

 

 

 

—

 

 

 

32.5

 

 

 

103.6

 

Investment Companies - Software Solutions

 

 

—

 

 

 

26.4

 

 

 

—

 

 

 

26.4

 

 

 

—

 

 

 

25.1

 

 

 

—

 

 

 

25.1

 

Investment Companies - Compliance and Communications Management

 

 

17.7

 

 

 

—

 

 

 

16.7

 

 

 

34.4

 

 

 

20.6

 

 

 

—

 

 

 

17.0

 

 

 

37.6

 

Total net sales

 

$

78.4

 

 

$

70.1

 

 

$

50.1

 

 

$

198.6

 

 

$

91.7

 

 

$

69.8

 

 

$

49.5

 

 

$

211.0

 

 

Unbilled Receivables and Contract Balances

 

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company's contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment.

Contract assets were $38.9 million and $20.1 million at March 31, 2023 and December 31, 2022, respectively. Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. Amounts recognized as revenue exceeded the estimates for performance obligations satisfied in previous periods by approximately $11.7 million and $3.2 million for the three months ended March 31, 2023 and 2022, respectively, primarily due to changes in the Company’s estimate of variable consideration and the application of the constraint.

Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables were $52.2 million and $33.2 million at March 31, 2023 and December 31, 2022, respectively. Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the Unaudited Condensed Consolidated Balance Sheets.

Most of the Company's contracts with significant remaining performance obligations have an initial expected duration of one year or less. As of March 31, 2023, the future estimated revenue related to unsatisfied or partially satisfied performance obligations under contracts with an original contractual term in excess of one year was approximately $120.1 million, of which approximately 46% is expected to be recognized as revenue over the succeeding twelve months, and the remainder recognized thereafter.

Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company recognized $17.7 million and $16.1 million of revenue during the three months ended March 31, 2023 and 2022, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows:

Balance at January 1, 2023

 

$

46.1

 

Deferral of revenue

 

 

41.5

 

Revenue recognized

 

 

(34.6

)

Balance at March 31, 2023

 

$

53.0

 

 

Balance at January 1, 2022

 

$

36.0

 

Deferral of revenue

 

 

34.2

 

Revenue recognized

 

 

(27.9

)

Balance at March 31, 2022

 

$

42.3

 
v3.23.1
Goodwill and Other Intangible Assets
 3 Months Ended
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets, net

Note 3. Goodwill and Other Intangible Assets, net

Goodwill—The goodwill balances by reportable segment were as follows:

 

 

Gross book
value at
December 31,
2022

 

 

Accumulated
impairment
charges at
December 31,
2022

 

 

Net book
value at
December 31,
2022

 

 

Foreign
exchange and
other
adjustments

 

 

Net book
 value at
March 31,
2023

 

Capital Markets - Software Solutions

 

$

100.1

 

 

$

—

 

 

$

100.1

 

 

$

—

 

 

$

100.1

 

Capital Markets - Compliance and Communications Management

 

 

252.7

 

 

 

—

 

 

 

252.7

 

 

 

—

 

 

 

252.7

 

Investment Companies - Software Solutions

 

 

53.0

 

 

 

—

 

 

 

53.0

 

 

 

—

 

 

 

53.0

 

Investment Companies - Compliance and Communications Management

 

 

40.6

 

 

 

(40.6

)

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

446.4

 

 

$

(40.6

)

 

$

405.8

 

 

$

—

 

 

$

405.8

 

Other Intangible Assets, net—The components of other intangible assets at March 31, 2023 and December 31, 2022 were as follows:

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Book
Value

 

Customer relationships (useful life of 15 years)

 

$

10.4

 

 

$

(3.0

)

 

$

7.4

 

 

$

10.4

 

 

$

(2.8

)

 

$

7.6

 

Trade names (useful life of 5 years)

 

 

1.0

 

 

 

(0.8

)

 

 

0.2

 

 

 

1.0

 

 

 

(0.8

)

 

 

0.2

 

Total other intangible assets

 

$

11.4

 

 

$

(3.8

)

 

$

7.6

 

 

$

11.4

 

 

$

(3.6

)

 

$

7.8

 

The weighted-average remaining useful life for the unamortized intangible assets as of March 31, 2023 is approximately eleven years. The following table outlines the estimated annual amortization expense related to other intangible assets:

 

For the year ending December 31,

 

Amount

 

2023 (excluding the three months ended March 31, 2023)

 

$

0.7

 

2024

 

 

0.7

 

2025

 

 

0.7

 

2026

 

 

0.7

 

2027

 

 

0.7

 

2028 and thereafter

 

 

4.1

 

Total

 

$

7.6

 
v3.23.1
Leases
 3 Months Ended
Mar. 31, 2023
Leases [Abstract]  
Leases

Note 4. Leases

The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $4.5 million and $5.5 million for the three months ended March 31, 2023 and 2022, respectively, related to its operating lease liabilities.

The Company has finance leases primarily related to certain IT equipment. The Company made payments of $0.6 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively, related to its finance lease liabilities.

The components of lease expense were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Operating lease expense:

 

 

 

 

 

 

Operating lease expense

 

$

3.9

 

 

$

4.5

 

Sublease income

 

 

(1.1

)

 

 

(1.1

)

Net operating lease expense

 

$

2.8

 

 

$

3.4

 

 

 

 

 

 

 

 

Finance lease expense:

 

 

 

 

 

 

Amortization of ROU assets

 

$

0.6

 

 

$

0.4

 

Interest on lease liabilities

 

 

0.1

 

 

 

0.1

 

Total finance lease expense

 

$

0.7

 

 

$

0.5

 

The Company’s finance leases are presented on the Company’s Unaudited Condensed Consolidated Balance Sheets as follows:

 

 

 

March 31, 2023

 

 

December 31, 2022

 

Property, plant and equipment, net

 

$

8.9

 

 

$

7.1

 

 

 

 

 

 

 

 

Accrued liabilities

 

$

2.5

 

 

$

2.0

 

Other noncurrent liabilities

 

 

6.6

 

 

 

5.1

 

Total

 

$

9.1

 

 

$

7.1

 

 

Other information related to finance leases as of and for the three months ended March 31, 2023 were as follows:

 

 

 

March 31, 2023

 

Non-cash disclosure:

 

 

 

Increase in finance lease liabilities due to new ROU assets

 

$

2.5

 

Weighted-average remaining lease term

 

3.7 years

 

Weighted-average discount rate

 

 

3.4

%
v3.23.1
Restructuring, Impairment and Other Charges, net
 3 Months Ended
Mar. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring, Impairment and Other Charges, net

Note 5. Restructuring, Impairment and Other Charges, net

Restructuring, Impairment and Other Charges, net recognized in Results of Operations

The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities.

For the three months ended March 31, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment:

 

 

Employee Terminations

 

 

Other Charges

 

 

Total

 

Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

2.0

 

 

$

—

 

 

$

2.0

 

Capital Markets - Compliance and Communications Management

 

 

8.2

 

 

 

0.1

 

 

 

8.3

 

Investment Companies - Software Solutions

 

 

(0.1

)

 

 

—

 

 

 

(0.1

)

Investment Companies - Compliance and Communications Management

 

 

0.2

 

 

 

—

 

 

 

0.2

 

Corporate

 

 

0.5

 

 

 

—

 

 

 

0.5

 

Total

 

$

10.8

 

 

$

0.1

 

 

$

10.9

 

 

 

 

 

Employee Terminations

 

 

Other Charges

 

 

Total

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

0.8

 

 

$

—

 

 

$

0.8

 

Capital Markets - Compliance and Communications Management

 

 

0.3

 

 

 

0.1

 

 

 

0.4

 

Investment Companies - Software Solutions

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Investment Companies - Compliance and Communications Management

 

 

0.4

 

 

 

—

 

 

 

0.4

 

Corporate

 

 

—

 

 

 

0.1

 

 

 

0.1

 

Total

 

$

1.6

 

 

$

0.2

 

 

$

1.8

 

 

For the three months ended March 31, 2023, the Company recorded net restructuring charges of $10.8 million related to employee termination costs for approximately 150 employees, substantially all of whom will be terminated by December 31, 2023. The restructuring actions were primarily related to reorganization of certain capital markets operations.

 

For the three months ended March 31, 2022, the Company recorded net restructuring charges of $1.6 million related to employee termination costs for approximately 60 employees, substantially all of whom were terminated as of December 31, 2022. The restructuring actions were primarily related to the reorganization of certain capital markets operations and the relocation of a digital print facility.

Restructuring Reserve – Employee Terminations

The Company’s employee terminations liability is included in accrued liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the three months ended March 31, 2023 were as follows:

 

 

Employee Terminations

 

Balance at December 31, 2022

 

$

5.1

 

Restructuring charges

 

 

10.9

 

Reversals of restructuring charges

 

 

(0.1

)

Cash paid

 

 

(2.6

)

Balance at March 31, 2023

 

$

13.3

 
v3.23.1
Retirement Plans
 3 Months Ended
Mar. 31, 2023
Retirement Benefits [Abstract]  
Retirement Plans

Note 6. Retirement Plans

The components of estimated net pension plan income for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Interest cost

 

$

2.9

 

 

$

1.8

 

Expected return on assets

 

 

(3.3

)

 

 

(2.8

)

Amortization, net

 

 

0.2

 

 

 

0.8

 

Net pension plan income

 

$

(0.2

)

 

$

(0.2

)
v3.23.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 7. Commitments and Contingencies

Litigation

From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.
v3.23.1
Debt
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt

Note 8. Debt

The Company’s debt as of March 31, 2023 and December 31, 2022 consisted of the following:

 

 

March 31, 2023

 

 

December 31, 2022

 

Term Loan A Facility

 

$

125.0

 

 

$

125.0

 

Borrowings under the Revolving Facility

 

 

110.5

 

 

 

45.0

 

Unamortized debt issuance costs

 

 

(0.7

)

 

 

(0.8

)

Total long-term debt

 

$

234.8

 

 

$

169.2

 

Credit Agreement—On May 27, 2021 (the “Restatement Effective Date”), the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”) (bearing interest at a rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00% to 2.50% based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $300.0 million revolving credit facility (the “Revolving Facility”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $20.0 million in the aggregate.

Term Loan A Facility—The unpaid principal amount of the Term Loan A Facility is due and payable in full on May 27, 2026. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The weighted-average interest rate on borrowings under the Term Loan A Facility was 6.0% and 2.3% for the three months ended March 31, 2023 and 2022, respectively. The fair value of the Term Loan A Facility was $121.3 million and $121.6 million as of March 31, 2023 and December 31, 2022, respectively, and was determined to be Level 2 under the fair value hierarchy.

Revolving Facility—As of March 31, 2023 and December 31, 2022, there were $110.5 million and $45.0 million, respectively, of borrowings outstanding under the Revolving Facility. The weighted average interest rate on borrowings under the Revolving Facility was 6.9% and 3.7% for the three months ended March 31, 2023 and 2022, respectively. The fair value of the Company's borrowings under the Revolving Facility is classified as Level 2 under the fair value hierarchy and approximated its carrying value as of March 31, 2023 and December 31, 2022, as the Revolving Facility carries a variable rate of interest reflecting current market rates.

The following table summarizes interest expense, net included on the Unaudited Condensed Consolidated Statements of Operations:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Interest incurred

 

$

4.0

 

 

$

1.6

 

Less: Interest income

 

 

(0.5

)

 

 

(0.1

)

Interest expense, net

 

$

3.5

 

 

$

1.5

 
v3.23.1
Earnings per Share
 3 Months Ended
Mar. 31, 2023
Earnings Per Share [Abstract]  
Earnings per Share

Note 9. Earnings per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and restricted stock.

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three months ended March 31, 2023 and 2022 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Net earnings per share:

 

 

 

 

 

 

Basic

 

$

0.54

 

 

$

0.80

 

Diluted

 

$

0.52

 

 

$

0.77

 

Numerator:

 

 

 

 

 

 

Net earnings

 

$

15.8

 

 

$

26.4

 

Denominator:

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

29.2

 

 

 

32.9

 

Dilutive awards

 

 

1.3

 

 

 

1.5

 

Diluted weighted average number of common shares outstanding

 

 

30.5

 

 

 

34.4

 
v3.23.1
Share-based Compensation
 3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Share-based Compensation

Note 10. Share-based Compensation

The Company’s share-based compensation plan under which it may grant future awards, the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (as amended, the “2016 PIP”), was approved by the Company's Board of Directors (the “Board”) and the Company’s stockholders and provides incentives to key employees of the Company. Awards under the 2016 PIP may include cash or stock bonuses, stock options, stock appreciation rights, restricted stock, PSUs, performance cash awards or RSUs. In addition, non-employee members of the Board may receive awards under the 2016 PIP. At March 31, 2023, there were 2.9 million remaining shares of common stock authorized and available for grant under the 2016 PIP. Increases to the shares of common stock available for issuance under the 2016 PIP requires stockholder approval.

The Company recognizes compensation expense for share-based awards based on estimated grant date fair values as well as certain assumptions, as further disclosed in Note 12, Share-based Compensation, of the Annual Report.

Total share-based compensation expense was $4.3 million and $3.6 million for the three months ended March 31, 2023 and 2022, respectively. The income tax benefit related to share-based compensation expense was $4.1 million and $2.8 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, $40.9 million of total unrecognized compensation expense related to share-based compensation awards is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options

There were no stock options granted during the three months ended March 31, 2023. A summary of activity and weighted-average exercise prices related to the stock options were as follows:

 

 

Shares Under Option (thousands)

 

 

Weighted-Average Exercise Price

 

Outstanding at December 31, 2022

 

 

524

 

 

$

18.19

 

Exercised

 

 

(61

)

 

 

18.93

 

Outstanding at March 31, 2023

 

 

463

 

 

$

18.09

 

Vested and expected to vest at March 31, 2023

 

 

463

 

 

$

18.09

 

Vested and exercisable at March 31, 2023

 

 

463

 

 

$

18.09

 

 

Restricted Stock Units

RSUs outstanding as of March 31, 2023 and December 31, 2022, and changes during the three months ended March 31, 2023, were as follows:

 

 

Shares (thousands)

 

 

Weighted-Average Grant Date Fair Value

 

Nonvested at December 31, 2022

 

 

989

 

 

$

23.91

 

Granted

 

 

296

 

 

 

41.85

 

Vested

 

 

(455

)

 

 

18.71

 

Forfeited

 

 

(3

)

 

 

29.62

 

Nonvested at March 31, 2023

 

 

827

 

 

$

33.16

 

As of March 31, 2023, $22.6 million of unrecognized share-based compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.3 years.

Performance Share Units

PSUs outstanding as of March 31, 2023 and December 31, 2022, and changes during the three months ended March 31, 2023, were as follows:

 

 

Shares (thousands)

 

 

Weighted-Average Grant Date Fair Value

 

Nonvested at December 31, 2022

 

 

903

 

 

$

22.31

 

Granted

 

 

412

 

 

 

30.13

 

Vested

 

 

(443

)

 

 

8.97

 

Forfeited

 

 

(25

)

 

 

8.98

 

Nonvested at March 31, 2023

 

 

847

 

 

$

33.47

 

During the three months ended March 31, 2023, 412 thousand PSUs were granted to certain executive officers and senior management, 265 thousand of which related to the 2023 performance grant and 147 thousand of which related to additional shares issued during the three months ended March 31, 2023 due to the achievement of certain targets for the year ended December 31, 2022. The total potential payout for 2023 awards granted during the three months ended March 31, 2023 is payable upon the achievement of certain established performance targets and ranges from zero to 530 thousand shares.

PSU awards consist of four performance periods, including three annual performance periods and one three-year cumulative performance period.

Year Granted

 

Performance/
Service Period

 

Estimated or Actual Attainment

 

PSUs Outstanding as of March 31, 2023
(Thousands)

 

 

Estimated PSU Attainment or Actual PSUs Earned
(Thousands)

 

2023

 

2023

 

146% (a)

 

 

66

 

 

 

96

 

2023

 

2024

 

(b)

 

 

66

 

 

 

—

 

2023

 

2025

 

(b)

 

 

66

 

 

 

—

 

2023

 

2023-2025

 

100% (c)

 

 

67

 

 

 

67

 

 

 

 

 

 

 

 

265

 

 

 

163

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

2022

 

140% (d)

 

 

68

 

 

 

95

 

2022

 

2023

 

43% (a)

 

 

68

 

 

 

29

 

2022

 

2024

 

(b)

 

 

69

 

 

 

—

 

2022

 

2022-2024

 

100% (c)

 

 

69

 

 

 

69

 

 

 

 

 

 

 

 

274

 

 

 

193

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

2021

 

200% (d)

 

 

77

 

 

 

154

 

2021

 

2022

 

87% (d)

 

 

77

 

 

 

67

 

2021

 

2023

 

72% (a)

 

 

77

 

 

 

56

 

2021

 

2021-2023

 

172% (a)

 

 

77

 

 

 

133

 

 

 

 

 

 

 

 

308

 

 

 

410

 

 

(a)
Amounts represent estimated attainment and estimated PSUs.
(b)
As the performance period has not yet commenced, expense is not being recognized.
(c)
Expense for the cumulative performance/service period is recognized at 100% of the estimated attainment until the end of the second service year.
(d)
Amounts represent actual attainment and actual PSUs earned as the performance period is complete.

As of March 31, 2023, $18.3 million of unrecognized share-based compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.7 years.
v3.23.1
Capital Stock
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Capital Stock

Note 11. Capital Stock

The Company has authorized for issuance 65 million shares of $0.01 par value common stock and one million shares of $0.01 par value preferred stock. The Board may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock.

Common Stock Repurchases—On February 17, 2022, the Board authorized an increase to its previously approved stock repurchase program to bring the total remaining available repurchase authorization for shares on or after February 17, 2022 to $150 million and extended the expiration date of the repurchase program through December 31, 2023. On August 17, 2022, the Board authorized an increase to the stock repurchase program approved in February 2022 to bring the total remaining available repurchase authorization for shares on or after August 17, 2022 to $150 million. The expiration date of the repurchase program remains through December 31, 2023.

The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so.

For the three months ended March 31, 2023, the Company repurchased 33,568 shares for $1.3 million at an average price of $38.82 per share. As of March 31, 2023, the remaining authorized amount was $123.0 million. For the three months ended March 31, 2022, the Company repurchased 1,227,303 shares for $42.1 million at an average price of $34.26 per share.

v3.23.1
Comprehensive Income
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Comprehensive Income

Note 12. Comprehensive Income

The components of other comprehensive income and income tax expense allocated to each component for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31, 2023

 

 

 

Before Tax

 

 

Income Tax

 

 

Net of Tax

 

Translation adjustments

 

$

0.2

 

 

$

—

 

 

$

0.2

 

Adjustment for net periodic pension and other postretirement benefits plans

 

 

0.2

 

 

 

0.1

 

 

 

0.1

 

Other comprehensive income

 

$

0.4

 

 

$

0.1

 

 

$

0.3

 

 

 

Three Months Ended March 31, 2022

 

 

 

Before Tax

 

 

Income Tax

 

 

Net of Tax

 

Translation adjustments

 

$

0.1

 

 

$

—

 

 

$

0.1

 

Adjustment for net periodic pension and other postretirement benefits plans

 

 

0.8

 

 

 

0.2

 

 

 

0.6

 

Other comprehensive income

 

$

0.9

 

 

$

0.2

 

 

$

0.7

 

The following table summarizes changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023:

 

 

Pension and Other Postretirement Benefits Plans Cost

 

 

Translation Adjustments

 

 

Total

 

Balance at December 31, 2022

 

$

(67.9

)

 

$

(15.3

)

 

$

(83.2

)

Other comprehensive income before reclassifications

 

 

—

 

 

 

0.2

 

 

 

0.2

 

Amounts reclassified from accumulated other comprehensive loss

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Net change in accumulated other comprehensive loss

 

 

0.1

 

 

 

0.2

 

 

 

0.3

 

Balance at March 31, 2023

 

$

(67.8

)

 

$

(15.1

)

 

$

(82.9

)

 

The following table summarizes changes in accumulated other comprehensive loss by component for the three months ended March 31, 2022:

 

 

Pension and Other Postretirement Benefits Plans Cost

 

 

Translation Adjustments

 

 

Total

 

Balance at December 31, 2021

 

$

(64.4

)

 

$

(13.9

)

 

$

(78.3

)

Other comprehensive income before reclassifications

 

 

—

 

 

 

0.1

 

 

 

0.1

 

Amounts reclassified from accumulated other comprehensive loss

 

 

0.6

 

 

 

—

 

 

 

0.6

 

Net change in accumulated other comprehensive loss

 

 

0.6

 

 

 

0.1

 

 

 

0.7

 

Balance at March 31, 2022

 

$

(63.8

)

 

$

(13.8

)

 

$

(77.6

)

Reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Amortization of pension and other postretirement benefits plans cost:

 

 

 

 

 

 

Net actuarial loss (a)

 

$

0.2

 

 

$

0.8

 

Reclassifications before tax

 

 

0.2

 

 

 

0.8

 

Income tax expense

 

 

0.1

 

 

 

0.2

 

Reclassifications, net of tax

 

$

0.1

 

 

$

0.6

 

 

(a)
These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans).
v3.23.1
Segment Information
 3 Months Ended
Mar. 31, 2023
Segment Reporting [Abstract]  
Segment Information

Note 13. Segment Information

The Company operates its business through four operating and reportable segments: Capital Markets – Software Solutions, Capital Markets – Compliance and Communications Management, Investment Companies – Software Solutions and Investment Companies – Compliance and Communications Management. Corporate is not an operating segment and consists primarily of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance and certain facility costs. In addition, certain costs and earnings of employee benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments.

Capital Markets

The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company ("SPAC") and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows:

Capital Markets – Software Solutions—The Company provides Venue, ActiveDisclosure, eBrevia and other solutions to public and private companies to help manage public and private transactional and compliance processes; extract data and analyze contracts; collaborate; and tag, validate and file SEC documents.

Capital Markets – Compliance & Communications Management—The Company provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements.

Investment Companies

The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients that are subject to the filing and reporting requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”), primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows:

Investment Companies – Software Solutions—The Company provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including ArcDigital, ArcReporting, ArcPro and ArcRegulatory, as well as services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors.

Investment Companies – Compliance & Communications Management—The Company provides its investment companies clients tech-enabled services to prepare, file and distribute registration forms, as well as XBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. In addition, the Company provides print and distribution solutions for its clients to communicate with their investors.

Information by Segment

The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported on the Unaudited Condensed Consolidated Financial Statements.

 

 

 

Net Sales

 

 

(Loss) Income from Operations

 

 

Assets(a)

 

 

Depreciation and Amortization

 

 

Capital Expenditures

 

Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

43.7

 

 

$

(0.6

)

 

$

189.7

 

 

$

6.2

 

 

$

5.5

 

Capital Markets - Compliance and Communications Management

 

 

94.1

 

 

 

16.6

 

 

 

415.3

 

 

 

1.8

 

 

 

1.1

 

Investment Companies - Software Solutions

 

 

26.4

 

 

 

5.0

 

 

 

103.3

 

 

 

3.3

 

 

 

3.5

 

Investment Companies - Compliance and Communications Management

 

 

34.4

 

 

 

8.1

 

 

 

43.6

 

 

 

1.1

 

 

 

0.3

 

Total operating segments

 

 

198.6

 

 

 

29.1

 

 

 

751.9

 

 

 

12.4

 

 

 

10.4

 

Corporate

 

 

—

 

 

 

(14.3

)

 

 

119.4

 

 

 

—

 

 

 

0.2

 

Total

 

$

198.6

 

 

$

14.8

 

 

$

871.3

 

 

$

12.4

 

 

$

10.6

 

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

44.7

 

 

$

4.3

 

 

$

189.9

 

 

$

5.1

 

 

$

5.3

 

Capital Markets - Compliance and Communications Management

 

 

103.6

 

 

 

28.9

 

 

 

437.2

 

 

 

1.5

 

 

 

0.7

 

Investment Companies - Software Solutions

 

 

25.1

 

 

 

6.2

 

 

 

99.4

 

 

 

2.9

 

 

 

3.0

 

Investment Companies - Compliance and Communications Management

 

 

37.6

 

 

 

8.1

 

 

 

53.1

 

 

 

1.1

 

 

 

0.6

 

Total operating segments

 

 

211.0

 

 

 

47.5

 

 

 

779.6

 

 

 

10.6

 

 

 

9.6

 

Corporate

 

 

—

 

 

 

(12.2

)

 

 

92.0

 

 

 

0.1

 

 

 

0.3

 

Total

 

$

211.0

 

 

$

35.3

 

 

$

871.6

 

 

$

10.7

 

 

$

9.9

 

 

(a)
Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments.
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year.
Use of Estimates

Use of Estimates—The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report.
Allowances for Expected Losses

Allowances for Expected Losses—Transactions affecting the current expected credit loss (“CECL”) reserve during the three months ended March 31, 2023 and 2022 were as follows:

 

 

March 31,

 

 

 

2023

 

 

2022

 

Balance, beginning of year (a)

 

$

17.1

 

 

$

12.7

 

Provisions charged to expense

 

 

3.6

 

 

 

2.3

 

Write-offs, reclassifications and other

 

 

(2.6

)

 

 

(0.5

)

Balance, end of period (a)

 

$

18.1

 

 

$

14.5

 

 

(a)
As of March 31, 2023, the CECL reserve balance is comprised of a $17.2 million provision for accounts receivable and a $0.9 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $16.5 million provision for accounts receivable and a $0.6 million provision for unbilled receivables and contract assets.
Assets Held for Sale

Assets Held for Sale—As of March 31, 2023 and December 31, 2022, the Company had land held for sale with a carrying value of $2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $13.0 million. The closing of this transaction is subject to a due diligence period, a period to obtain needed entitlements and customary closing conditions and there is no assurance that the sale will be completed.
Property, Plant and Equipment, net

Property, Plant and Equipment, net—The components of the Company’s property, plant and equipment, net at March 31, 2023 and December 31, 2022 were as follows:

 

 

March 31, 2023

 

 

December 31, 2022

 

Land

 

$

0.3

 

 

$

0.3

 

Buildings

 

 

20.2

 

 

 

20.2

 

Machinery and equipment

 

 

68.5

 

 

 

66.8

 

 

 

 

89.0

 

 

 

87.3

 

Less: Accumulated depreciation

 

 

(70.8

)

 

 

(69.7

)

Total

 

$

18.2

 

 

$

17.6

 
Software, net

Software, net—Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $10.3 million and $8.9 million for the three months ended March 31, 2023 and 2022, respectively.
Investments

Investments—The carrying value of the Company’s investments in equity securities was $6.3 million and $8.5 million at March 31, 2023 and December 31, 2022, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three months ended March 31, 2023, there were no events or changes in circumstances that suggested an impairment or an observable price change.

During the three months ended March 31, 2023, the Company sold an investment in an equity security and received proceeds of $11.8 million, including $8.9 million of cash and common stock of the acquiror. The sale resulted in a net realized gain of $6.7 million, which is included in investment and other income, net, on the Unaudited Condensed Consolidated Statements of Operations within Corporate.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the standard prospectively on January 1, 2023. The adoption of this standard did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements.
Revenue Recognition

Revenue Recognition

The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including Venue, Arc Suite, ActiveDisclosure, among others, and provides digital document creation, online content management and print and distribution solutions.

Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report.

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company's contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment.

Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price.
Lessee Leases Policy

The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $4.5 million and $5.5 million for the three months ended March 31, 2023 and 2022, respectively, related to its operating lease liabilities.

The Company has finance leases primarily related to certain IT equipment. The Company made payments of $0.6 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively, related to its finance lease liabilities.
Restructuring

The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities.
Earnings per Share Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and restricted stock.
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Summary of Current Expected Credit Loss Reserve Transactions affecting the current expected credit loss (“CECL”) reserve during the three months ended March 31, 2023 and 2022 were as follows:

 

 

March 31,

 

 

 

2023

 

 

2022

 

Balance, beginning of year (a)

 

$

17.1

 

 

$

12.7

 

Provisions charged to expense

 

 

3.6

 

 

 

2.3

 

Write-offs, reclassifications and other

 

 

(2.6

)

 

 

(0.5

)

Balance, end of period (a)

 

$

18.1

 

 

$

14.5

 

 

(a)
As of March 31, 2023, the CECL reserve balance is comprised of a $17.2 million provision for accounts receivable and a $0.9 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $16.5 million provision for accounts receivable and a $0.6 million provision for unbilled receivables and contract assets.
Components of Company's Property, Plant and Equipment The components of the Company’s property, plant and equipment, net at March 31, 2023 and December 31, 2022 were as follows:

 

 

March 31, 2023

 

 

December 31, 2022

 

Land

 

$

0.3

 

 

$

0.3

 

Buildings

 

 

20.2

 

 

 

20.2

 

Machinery and equipment

 

 

68.5

 

 

 

66.8

 

 

 

 

89.0

 

 

 

87.3

 

Less: Accumulated depreciation

 

 

(70.8

)

 

 

(69.7

)

Total

 

$

18.2

 

 

$

17.6

 
v3.23.1
Revenue (Tables)
 3 Months Ended
Mar. 31, 2023
Revenue Recognition [Abstract]  
Schedule of Disaggregation of Revenue between Tech-Enabled Services, Software Solutions and Print and Distribution by Reportable Segment

The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

 

Tech-enabled Services

 

 

Software Solutions

 

 

Print and Distribution

 

 

Total

 

 

Tech-enabled Services

 

 

Software Solutions

 

 

Print and Distribution

 

 

Total

 

Capital Markets - Software Solutions

 

$

—

 

 

$

43.7

 

 

$

—

 

 

$

43.7

 

 

$

—

 

 

$

44.7

 

 

$

—

 

 

$

44.7

 

Capital Markets - Compliance and Communications Management

 

 

60.7

 

 

 

—

 

 

 

33.4

 

 

 

94.1

 

 

 

71.1

 

 

 

—

 

 

 

32.5

 

 

 

103.6

 

Investment Companies - Software Solutions

 

 

—

 

 

 

26.4

 

 

 

—

 

 

 

26.4

 

 

 

—

 

 

 

25.1

 

 

 

—

 

 

 

25.1

 

Investment Companies - Compliance and Communications Management

 

 

17.7

 

 

 

—

 

 

 

16.7

 

 

 

34.4

 

 

 

20.6

 

 

 

—

 

 

 

17.0

 

 

 

37.6

 

Total net sales

 

$

78.4

 

 

$

70.1

 

 

$

50.1

 

 

$

198.6

 

 

$

91.7

 

 

$

69.8

 

 

$

49.5

 

 

$

211.0

 
Changes in Contract Liabilities

Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company recognized $17.7 million and $16.1 million of revenue during the three months ended March 31, 2023 and 2022, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows:

Balance at January 1, 2023

 

$

46.1

 

Deferral of revenue

 

 

41.5

 

Revenue recognized

 

 

(34.6

)

Balance at March 31, 2023

 

$

53.0

 

 

Balance at January 1, 2022

 

$

36.0

 

Deferral of revenue

 

 

34.2

 

Revenue recognized

 

 

(27.9

)

Balance at March 31, 2022

 

$

42.3

 
v3.23.1
Goodwill and Other Intangible Assets (Tables)
 3 Months Ended
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Balances of Goodwill by Reporting Segment The goodwill balances by reportable segment were as follows:

 

 

Gross book
value at
December 31,
2022

 

 

Accumulated
impairment
charges at
December 31,
2022

 

 

Net book
value at
December 31,
2022

 

 

Foreign
exchange and
other
adjustments

 

 

Net book
 value at
March 31,
2023

 

Capital Markets - Software Solutions

 

$

100.1

 

 

$

—

 

 

$

100.1

 

 

$

—

 

 

$

100.1

 

Capital Markets - Compliance and Communications Management

 

 

252.7

 

 

 

—

 

 

 

252.7

 

 

 

—

 

 

 

252.7

 

Investment Companies - Software Solutions

 

 

53.0

 

 

 

—

 

 

 

53.0

 

 

 

—

 

 

 

53.0

 

Investment Companies - Compliance and Communications Management

 

 

40.6

 

 

 

(40.6

)

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

446.4

 

 

$

(40.6

)

 

$

405.8

 

 

$

—

 

 

$

405.8

 
Components of Other Intangible Assets The components of other intangible assets at March 31, 2023 and December 31, 2022 were as follows:

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Book
Value

 

Customer relationships (useful life of 15 years)

 

$

10.4

 

 

$

(3.0

)

 

$

7.4

 

 

$

10.4

 

 

$

(2.8

)

 

$

7.6

 

Trade names (useful life of 5 years)

 

 

1.0

 

 

 

(0.8

)

 

 

0.2

 

 

 

1.0

 

 

 

(0.8

)

 

 

0.2

 

Total other intangible assets

 

$

11.4

 

 

$

(3.8

)

 

$

7.6

 

 

$

11.4

 

 

$

(3.6

)

 

$

7.8

 
Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets The following table outlines the estimated annual amortization expense related to other intangible assets:

 

For the year ending December 31,

 

Amount

 

2023 (excluding the three months ended March 31, 2023)

 

$

0.7

 

2024

 

 

0.7

 

2025

 

 

0.7

 

2026

 

 

0.7

 

2027

 

 

0.7

 

2028 and thereafter

 

 

4.1

 

Total

 

$

7.6

 
v3.23.1
Leases (Tables)
 3 Months Ended
Mar. 31, 2023
Leases [Abstract]  
Summary of Components of Lease Expense

The components of lease expense were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Operating lease expense:

 

 

 

 

 

 

Operating lease expense

 

$

3.9

 

 

$

4.5

 

Sublease income

 

 

(1.1

)

 

 

(1.1

)

Net operating lease expense

 

$

2.8

 

 

$

3.4

 

 

 

 

 

 

 

 

Finance lease expense:

 

 

 

 

 

 

Amortization of ROU assets

 

$

0.6

 

 

$

0.4

 

Interest on lease liabilities

 

 

0.1

 

 

 

0.1

 

Total finance lease expense

 

$

0.7

 

 

$

0.5

 
Summary of Company's Finance Leases Presented On Unaudited Condensed Consolidated Balance Sheets

The Company’s finance leases are presented on the Company’s Unaudited Condensed Consolidated Balance Sheets as follows:

 

 

 

March 31, 2023

 

 

December 31, 2022

 

Property, plant and equipment, net

 

$

8.9

 

 

$

7.1

 

 

 

 

 

 

 

 

Accrued liabilities

 

$

2.5

 

 

$

2.0

 

Other noncurrent liabilities

 

 

6.6

 

 

 

5.1

 

Total

 

$

9.1

 

 

$

7.1

 
Summary of Information Related to Finance Leases

Other information related to finance leases as of and for the three months ended March 31, 2023 were as follows:

 

 

 

March 31, 2023

 

Non-cash disclosure:

 

 

 

Increase in finance lease liabilities due to new ROU assets

 

$

2.5

 

Weighted-average remaining lease term

 

3.7 years

 

Weighted-average discount rate

 

 

3.4

%
v3.23.1
Restructuring, Impairment and Other Charges, net (Tables)
 3 Months Ended
Mar. 31, 2023
Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations

For the three months ended March 31, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment:

 

 

Employee Terminations

 

 

Other Charges

 

 

Total

 

Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

2.0

 

 

$

—

 

 

$

2.0

 

Capital Markets - Compliance and Communications Management

 

 

8.2

 

 

 

0.1

 

 

 

8.3

 

Investment Companies - Software Solutions

 

 

(0.1

)

 

 

—

 

 

 

(0.1

)

Investment Companies - Compliance and Communications Management

 

 

0.2

 

 

 

—

 

 

 

0.2

 

Corporate

 

 

0.5

 

 

 

—

 

 

 

0.5

 

Total

 

$

10.8

 

 

$

0.1

 

 

$

10.9

 

 

 

 

 

Employee Terminations

 

 

Other Charges

 

 

Total

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

0.8

 

 

$

—

 

 

$

0.8

 

Capital Markets - Compliance and Communications Management

 

 

0.3

 

 

 

0.1

 

 

 

0.4

 

Investment Companies - Software Solutions

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Investment Companies - Compliance and Communications Management

 

 

0.4

 

 

 

—

 

 

 

0.4

 

Corporate

 

 

—

 

 

 

0.1

 

 

 

0.1

 

Total

 

$

1.6

 

 

$

0.2

 

 

$

1.8

 
Employee Severance  
Schedule of Changes in the Employee Terminations Liability

The Company’s employee terminations liability is included in accrued liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the three months ended March 31, 2023 were as follows:

 

 

Employee Terminations

 

Balance at December 31, 2022

 

$

5.1

 

Restructuring charges

 

 

10.9

 

Reversals of restructuring charges

 

 

(0.1

)

Cash paid

 

 

(2.6

)

Balance at March 31, 2023

 

$

13.3

 
v3.23.1
Retirement Plans (Tables)
 3 Months Ended
Mar. 31, 2023
Retirement Benefits [Abstract]  
Components of Estimated Net Periodic Benefit Income

The components of estimated net pension plan income for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Interest cost

 

$

2.9

 

 

$

1.8

 

Expected return on assets

 

 

(3.3

)

 

 

(2.8

)

Amortization, net

 

 

0.2

 

 

 

0.8

 

Net pension plan income

 

$

(0.2

)

 

$

(0.2

)
v3.23.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Company's Debt

The Company’s debt as of March 31, 2023 and December 31, 2022 consisted of the following:

 

 

March 31, 2023

 

 

December 31, 2022

 

Term Loan A Facility

 

$

125.0

 

 

$

125.0

 

Borrowings under the Revolving Facility

 

 

110.5

 

 

 

45.0

 

Unamortized debt issuance costs

 

 

(0.7

)

 

 

(0.8

)

Total long-term debt

 

$

234.8

 

 

$

169.2

 
Summary of Interest Expense

The following table summarizes interest expense, net included on the Unaudited Condensed Consolidated Statements of Operations:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Interest incurred

 

$

4.0

 

 

$

1.6

 

Less: Interest income

 

 

(0.5

)

 

 

(0.1

)

Interest expense, net

 

$

3.5

 

 

$

1.5

 
v3.23.1
Earnings per Share (Tables)
 3 Months Ended
Mar. 31, 2023
Earnings Per Share [Abstract]  
Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share Calculation and Anti-dilutive Share-based Awards

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three months ended March 31, 2023 and 2022 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Net earnings per share:

 

 

 

 

 

 

Basic

 

$

0.54

 

 

$

0.80

 

Diluted

 

$

0.52

 

 

$

0.77

 

Numerator:

 

 

 

 

 

 

Net earnings

 

$

15.8

 

 

$

26.4

 

Denominator:

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

29.2

 

 

 

32.9

 

Dilutive awards

 

 

1.3

 

 

 

1.5

 

Diluted weighted average number of common shares outstanding

 

 

30.5

 

 

 

34.4

 
v3.23.1
Share-based Compensation (Tables)
 3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Summary of Stock Option Awards Outstanding A summary of activity and weighted-average exercise prices related to the stock options were as follows:

 

 

Shares Under Option (thousands)

 

 

Weighted-Average Exercise Price

 

Outstanding at December 31, 2022

 

 

524

 

 

$

18.19

 

Exercised

 

 

(61

)

 

 

18.93

 

Outstanding at March 31, 2023

 

 

463

 

 

$

18.09

 

Vested and expected to vest at March 31, 2023

 

 

463

 

 

$

18.09

 

Vested and exercisable at March 31, 2023

 

 

463

 

 

$

18.09

 

 
Summary of Nonvested Restricted Stock Unit Awards

RSUs outstanding as of March 31, 2023 and December 31, 2022, and changes during the three months ended March 31, 2023, were as follows:

 

 

Shares (thousands)

 

 

Weighted-Average Grant Date Fair Value

 

Nonvested at December 31, 2022

 

 

989

 

 

$

23.91

 

Granted

 

 

296

 

 

 

41.85

 

Vested

 

 

(455

)

 

 

18.71

 

Forfeited

 

 

(3

)

 

 

29.62

 

Nonvested at March 31, 2023

 

 

827

 

 

$

33.16

 
Summary of Nonvested Performance Share Units

PSUs outstanding as of March 31, 2023 and December 31, 2022, and changes during the three months ended March 31, 2023, were as follows:

 

 

Shares (thousands)

 

 

Weighted-Average Grant Date Fair Value

 

Nonvested at December 31, 2022

 

 

903

 

 

$

22.31

 

Granted

 

 

412

 

 

 

30.13

 

Vested

 

 

(443

)

 

 

8.97

 

Forfeited

 

 

(25

)

 

 

8.98

 

Nonvested at March 31, 2023

 

 

847

 

 

$

33.47

 
Schedule of Performance Period of Shares Award

PSU awards consist of four performance periods, including three annual performance periods and one three-year cumulative performance period.

Year Granted

 

Performance/
Service Period

 

Estimated or Actual Attainment

 

PSUs Outstanding as of March 31, 2023
(Thousands)

 

 

Estimated PSU Attainment or Actual PSUs Earned
(Thousands)

 

2023

 

2023

 

146% (a)

 

 

66

 

 

 

96

 

2023

 

2024

 

(b)

 

 

66

 

 

 

—

 

2023

 

2025

 

(b)

 

 

66

 

 

 

—

 

2023

 

2023-2025

 

100% (c)

 

 

67

 

 

 

67

 

 

 

 

 

 

 

 

265

 

 

 

163

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

2022

 

140% (d)

 

 

68

 

 

 

95

 

2022

 

2023

 

43% (a)

 

 

68

 

 

 

29

 

2022

 

2024

 

(b)

 

 

69

 

 

 

—

 

2022

 

2022-2024

 

100% (c)

 

 

69

 

 

 

69

 

 

 

 

 

 

 

 

274

 

 

 

193

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

2021

 

200% (d)

 

 

77

 

 

 

154

 

2021

 

2022

 

87% (d)

 

 

77

 

 

 

67

 

2021

 

2023

 

72% (a)

 

 

77

 

 

 

56

 

2021

 

2021-2023

 

172% (a)

 

 

77

 

 

 

133

 

 

 

 

 

 

 

 

308

 

 

 

410

 

 

(a)
Amounts represent estimated attainment and estimated PSUs.
(b)
As the performance period has not yet commenced, expense is not being recognized.
(c)
Expense for the cumulative performance/service period is recognized at 100% of the estimated attainment until the end of the second service year.
(d)
Amounts represent actual attainment and actual PSUs earned as the performance period is complete.
v3.23.1
Comprehensive Income (Tables)
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Schedule of Components of Other Comprehensive Income and Income Tax Expense Allocated to Each Component

The components of other comprehensive income and income tax expense allocated to each component for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31, 2023

 

 

 

Before Tax

 

 

Income Tax

 

 

Net of Tax

 

Translation adjustments

 

$

0.2

 

 

$

—

 

 

$

0.2

 

Adjustment for net periodic pension and other postretirement benefits plans

 

 

0.2

 

 

 

0.1

 

 

 

0.1

 

Other comprehensive income

 

$

0.4

 

 

$

0.1

 

 

$

0.3

 

 

 

Three Months Ended March 31, 2022

 

 

 

Before Tax

 

 

Income Tax

 

 

Net of Tax

 

Translation adjustments

 

$

0.1

 

 

$

—

 

 

$

0.1

 

Adjustment for net periodic pension and other postretirement benefits plans

 

 

0.8

 

 

 

0.2

 

 

 

0.6

 

Other comprehensive income

 

$

0.9

 

 

$

0.2

 

 

$

0.7

 
Schedule of Changes in Accumulated Other Comprehensive Loss

The following table summarizes changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023:

 

 

Pension and Other Postretirement Benefits Plans Cost

 

 

Translation Adjustments

 

 

Total

 

Balance at December 31, 2022

 

$

(67.9

)

 

$

(15.3

)

 

$

(83.2

)

Other comprehensive income before reclassifications

 

 

—

 

 

 

0.2

 

 

 

0.2

 

Amounts reclassified from accumulated other comprehensive loss

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Net change in accumulated other comprehensive loss

 

 

0.1

 

 

 

0.2

 

 

 

0.3

 

Balance at March 31, 2023

 

$

(67.8

)

 

$

(15.1

)

 

$

(82.9

)

 

The following table summarizes changes in accumulated other comprehensive loss by component for the three months ended March 31, 2022:

 

 

Pension and Other Postretirement Benefits Plans Cost

 

 

Translation Adjustments

 

 

Total

 

Balance at December 31, 2021

 

$

(64.4

)

 

$

(13.9

)

 

$

(78.3

)

Other comprehensive income before reclassifications

 

 

—

 

 

 

0.1

 

 

 

0.1

 

Amounts reclassified from accumulated other comprehensive loss

 

 

0.6

 

 

 

—

 

 

 

0.6

 

Net change in accumulated other comprehensive loss

 

 

0.6

 

 

 

0.1

 

 

 

0.7

 

Balance at March 31, 2022

 

$

(63.8

)

 

$

(13.8

)

 

$

(77.6

)
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost

Reclassifications from accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022 were as follows:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Amortization of pension and other postretirement benefits plans cost:

 

 

 

 

 

 

Net actuarial loss (a)

 

$

0.2

 

 

$

0.8

 

Reclassifications before tax

 

 

0.2

 

 

 

0.8

 

Income tax expense

 

 

0.1

 

 

 

0.2

 

Reclassifications, net of tax

 

$

0.1

 

 

$

0.6

 

 

(a)
These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans).
v3.23.1
Segment Information (Tables)
 3 Months Ended
Mar. 31, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information

The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported on the Unaudited Condensed Consolidated Financial Statements.

 

 

 

Net Sales

 

 

(Loss) Income from Operations

 

 

Assets(a)

 

 

Depreciation and Amortization

 

 

Capital Expenditures

 

Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

43.7

 

 

$

(0.6

)

 

$

189.7

 

 

$

6.2

 

 

$

5.5

 

Capital Markets - Compliance and Communications Management

 

 

94.1

 

 

 

16.6

 

 

 

415.3

 

 

 

1.8

 

 

 

1.1

 

Investment Companies - Software Solutions

 

 

26.4

 

 

 

5.0

 

 

 

103.3

 

 

 

3.3

 

 

 

3.5

 

Investment Companies - Compliance and Communications Management

 

 

34.4

 

 

 

8.1

 

 

 

43.6

 

 

 

1.1

 

 

 

0.3

 

Total operating segments

 

 

198.6

 

 

 

29.1

 

 

 

751.9

 

 

 

12.4

 

 

 

10.4

 

Corporate

 

 

—

 

 

 

(14.3

)

 

 

119.4

 

 

 

—

 

 

 

0.2

 

Total

 

$

198.6

 

 

$

14.8

 

 

$

871.3

 

 

$

12.4

 

 

$

10.6

 

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Markets - Software Solutions

 

$

44.7

 

 

$

4.3

 

 

$

189.9

 

 

$

5.1

 

 

$

5.3

 

Capital Markets - Compliance and Communications Management

 

 

103.6

 

 

 

28.9

 

 

 

437.2

 

 

 

1.5

 

 

 

0.7

 

Investment Companies - Software Solutions

 

 

25.1

 

 

 

6.2

 

 

 

99.4

 

 

 

2.9

 

 

 

3.0

 

Investment Companies - Compliance and Communications Management

 

 

37.6

 

 

 

8.1

 

 

 

53.1

 

 

 

1.1

 

 

 

0.6

 

Total operating segments

 

 

211.0

 

 

 

47.5

 

 

 

779.6

 

 

 

10.6

 

 

 

9.6

 

Corporate

 

 

—

 

 

 

(12.2

)

 

 

92.0

 

 

 

0.1

 

 

 

0.3

 

Total

 

$

211.0

 

 

$

35.3

 

 

$

871.6

 

 

$

10.7

 

 

$

9.9

 

 

(a)
Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments.
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Receivables [Abstract]    
Balance, beginning of year [1] $ 17.1 $ 12.7
Provisions charged to expense 3.6 2.3
Write-offs, reclassifications and other (2.6) (0.5)
Balance, end of period [1] $ 18.1 $ 14.5
[1] As of March 31, 2023, the CECL reserve balance is comprised of a $17.2 million provision for accounts receivable and a $0.9 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $16.5 million provision for accounts receivable and a $0.6 million provision for unbilled receivables and contract assets.
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Parenthetical) (Details) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Receivables [Abstract]    
Accounts and Financing Receivable, Allowance for Credit Loss $ 17.2 $ 16.5
Provision of unbilled receivables and contract assets $ 0.9 $ 0.6
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies - Components of Company's Property, Plant and Equipment (Details) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross $ 89.0 $ 87.3
Less: Accumulated depreciation (70.8) (69.7)
Total 18.2 17.6
Land    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 0.3 0.3
Buildings    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross 20.2 20.2
Machinery and Equipment    
Property Plant And Equipment [Line Items]    
Property, plant and equipment, gross $ 68.5 $ 66.8
v3.23.1
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Aug. 30, 2022
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Depreciation expense   $ 1.9 $ 1.6  
Real Estate Held for sale   2.6   $ 2.6
Proceeds from sale of available-for-sale securities, equity   11.8    
Cash received from investment   8.9 0.0  
Net realized gain on sale of investments   6.7 0.0  
Land sales price including demo reimbursement $ 13.0      
Equity Securities        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Equity investments carrying value   $ 6.3   $ 8.5
Computer Software, Intangible Asset        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Estimated useful life of computer software   3 years    
Amortization expense related to internally-developed software   $ 10.3 $ 8.9  
v3.23.1
Revenue - Schedule of Disaggregation of Revenue between Tech-Enabled Services, Software Solutions and Print and Distribution by Reportable Segment (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Total net sales $ 198.6 $ 211.0
Tech-enabled Services    
Total net sales 78.4 91.7
Software Solutions    
Total net sales 70.1 69.8
Print and Distribution    
Total net sales 50.1 49.5
Capital Markets - Software Solutions    
Total net sales 43.7 44.7
Capital Markets - Software Solutions | Tech-enabled Services    
Total net sales 0.0 0.0
Capital Markets - Software Solutions | Software Solutions    
Total net sales 43.7 44.7
Capital Markets - Software Solutions | Print and Distribution    
Total net sales 0.0 0.0
Capital Markets - Compliance and Communications Management    
Total net sales 94.1 103.6
Capital Markets - Compliance and Communications Management | Tech-enabled Services    
Total net sales 60.7 71.1
Capital Markets - Compliance and Communications Management | Software Solutions    
Total net sales 0.0 0.0
Capital Markets - Compliance and Communications Management | Print and Distribution    
Total net sales 33.4 32.5
Investment Companies - Software Solutions    
Total net sales 26.4 25.1
Investment Companies - Software Solutions | Tech-enabled Services    
Total net sales 0.0 0.0
Investment Companies - Software Solutions | Software Solutions    
Total net sales 26.4 25.1
Investment Companies - Software Solutions | Print and Distribution    
Total net sales 0.0 0.0
Investment Companies - Compliance and Communications Management    
Total net sales 34.4 37.6
Investment Companies - Compliance and Communications Management | Tech-enabled Services    
Total net sales 17.7 20.6
Investment Companies - Compliance and Communications Management | Software Solutions    
Total net sales 0.0 0.0
Investment Companies - Compliance and Communications Management | Print and Distribution    
Total net sales $ 16.7 $ 17.0
v3.23.1
Revenue - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Revenue Recognition [Abstract]      
Contract assets $ 38.9   $ 20.1
Invoiced to customers amount that exceeded estimates of standalone selling price 11.7 $ 3.2  
Unbilled receivables 52.2   $ 33.2
Revenue recognized included in deferred revenue $ 17.7 $ 16.1  
v3.23.1
Revenue (Additional Information 1) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-31
$ in Millions
Mar. 31, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue remaining performance obligation $ 120.1
Revenue remaining performance obligation percentage 46.00%
Revenue remaining performance obligation expected timing of satisfaction period1 12 months
v3.23.1
Revenue - Changes in Contract Liabilities (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Statement of Financial Position [Abstract]    
Balance beginning $ 46.1 $ 36.0
Deferral of revenue 41.5 34.2
Revenue recognized (34.6) (27.9)
Balance ending $ 53.0 $ 42.3
v3.23.1
Goodwill and Other Intangible Assets - Additional Information (Details)
 3 Months Ended
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Weighted-average remaining useful life for unamortized intangible assets 11 years
v3.23.1
Goodwill and Other Intangible Assets - Balances of Goodwill by Reporting Segment (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Goodwill [Line Items]    
Gross book value   $ 446.4
Accumulated impairment charges   (40.6)
Goodwill, beginning balance $ 405.8  
Foreign exchange and other adjustments 0.0  
Goodwill, ending balance 405.8  
Capital Markets - Software Solutions    
Goodwill [Line Items]    
Gross book value   100.1
Accumulated impairment charges   0.0
Goodwill, beginning balance 100.1  
Foreign exchange and other adjustments 0.0  
Goodwill, ending balance 100.1  
Capital Markets - Compliance and Communications Management    
Goodwill [Line Items]    
Gross book value   252.7
Accumulated impairment charges   0.0
Goodwill, beginning balance 252.7  
Foreign exchange and other adjustments 0.0  
Goodwill, ending balance 252.7  
Investment Companies - Software Solutions    
Goodwill [Line Items]    
Gross book value   53.0
Accumulated impairment charges   0.0
Goodwill, beginning balance 53.0  
Foreign exchange and other adjustments 0.0  
Goodwill, ending balance 53.0  
Investment Companies - Compliance and Communications Management    
Goodwill [Line Items]    
Gross book value   40.6
Accumulated impairment charges   $ (40.6)
Goodwill, beginning balance 0.0  
Foreign exchange and other adjustments 0.0  
Goodwill, ending balance $ 0.0  
v3.23.1
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 11.4 $ 11.4
Accumulated Amortization (3.8) (3.6)
Net Book Value 7.6 7.8
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 10.4 10.4
Accumulated Amortization (3.0) (2.8)
Net Book Value 7.4 7.6
Trade Names    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1.0 1.0
Accumulated Amortization (0.8) (0.8)
Net Book Value $ 0.2 $ 0.2
v3.23.1
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Parenthetical) (Detail)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Estimated useful life of computer software 15 years 15 years
Trade Names    
Finite Lived Intangible Assets [Line Items]    
Estimated useful life of computer software 5 years 5 years
v3.23.1
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Detail) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 (excluding the three months ended March 31, 2023) $ 0.7  
2024 0.7  
2025 0.7  
2026 0.7  
2027 0.7  
2028 and thereafter 4.1  
Net Book Value $ 7.6 $ 7.8
v3.23.1
Leases - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Leases [Abstract]    
Operating lease payments $ 4.5 $ 5.5
Finance lease payments $ 0.6 $ 0.4
v3.23.1
Leases - Summary of Components of Lease Expense (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Leases [Abstract]    
Operating lease expense $ 3.9 $ 4.5
Sublease income (1.1) (1.1)
Net operating lease expense 2.8 3.4
Amortization of ROU assets 0.6 0.4
Interest on lease liabilities 0.1 0.1
Total finance lease expense $ 0.7 $ 0.5
v3.23.1
Leases - Summary of Company's Finance Leases Presented within Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Property, plant and equipment, net $ 8.9 $ 7.1
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
Accrued liabilities $ 2.5 $ 2.0
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued Liabilities, Current Accrued Liabilities, Current
Other noncurrent liabilities $ 6.6 $ 5.1
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
Finance Lease, Liability, Total $ 9.1 $ 7.1
v3.23.1
Leases - Summary of Other Information Related to Finance Leases (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2023
USD ($)
Leases [Abstract]  
Increase in finance lease liabilities due to new ROU assets $ 2.5
Weighted-average remaining lease term 3 years 8 months 12 days
Weighted-average discount rate 3.40%
v3.23.1
Restructuring, Impairment and Other Charges, net - Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Restructuring Cost And Reserve [Line Items]    
Employee Terminations $ 10.8 $ 1.6
Other Charges 0.1 0.2
Total 10.9 1.8
Capital Markets - Software Solutions    
Restructuring Cost And Reserve [Line Items]    
Employee Terminations 2.0 0.8
Other Charges 0.0 0.0
Total 2.0 0.8
Capital Markets - Compliance and Communications Management    
Restructuring Cost And Reserve [Line Items]    
Employee Terminations 8.2 0.3
Other Charges 0.1 0.1
Total 8.3 0.4
Investment Companies - Software Solutions    
Restructuring Cost And Reserve [Line Items]    
Employee Terminations (0.1) 0.1
Other Charges 0.0 0.0
Total (0.1) 0.1
Investment Companies - Compliance and Communications Management    
Restructuring Cost And Reserve [Line Items]    
Employee Terminations 0.2 0.4
Other Charges 0.0 0.0
Total 0.2 0.4
Corporate    
Restructuring Cost And Reserve [Line Items]    
Employee Terminations 0.5 0.0
Other Charges 0.0 0.1
Total $ 0.5 $ 0.1
v3.23.1
Restructuring, Impairment and Other Charges, net - Additional Information (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2023
USD ($)
Employee
Mar. 31, 2022
USD ($)
Employee
Restructuring Cost and Reserve [Line Items]    
Employee Terminations | $ $ 10.8 $ 1.6
Number of employees used to determine employee termination costs | Employee 150 60
v3.23.1
Restructuring, Impairment and Other Charges, net - Schedule of Changes in the Employee Terminations Liability (Details) - Employee Severance
$ in Millions
 3 Months Ended
Mar. 31, 2023
USD ($)
Restructuring Cost And Reserve [Line Items]  
Balance at the beginning $ 5.1
Restructuring Charges 10.9
Reversals of restructuring charges (0.1)
Cash Paid (2.6)
Balance at the end $ 13.3
v3.23.1
Retirement Plans - Components of Estimated Net Periodic Benefit Income (Detail) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Interest cost $ 2.9 $ 1.8
Expected return on assets (3.3) (2.8)
Amortization, net 0.2 0.8
Net pension plan income $ (0.2) $ (0.2)
v3.23.1
Debt - Schedule of Company's Debt (Details) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Unamortized debt issuance costs $ (0.7) $ (0.8)
Total long-term debt 234.8 169.2
Term Loan A Facility    
Debt Instrument [Line Items]    
Term loan facility 125.0 125.0
Revolving Credit Facility    
Debt Instrument [Line Items]    
Borrowings under the Revolving Facility $ 110.5 $ 45.0
v3.23.1
Debt - Additional Information (Details) - USD ($)
$ in Millions
May 27, 2021
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2022
Revolving Credit Facility        
Debt Instrument [Line Items]        
Borrowings under the Revolving Facility   $ 110.5 $ 45.0  
Weighted average interest rate on borrowing   6.90%   3.70%
Amended and Restated Credit Agreement        
Debt Instrument [Line Items]        
Credit facility $ 300.0      
Allowable annual dividend payment under credit agreement 20.0      
Amended and Restated Credit Agreement | Term Loan A Facility        
Debt Instrument [Line Items]        
Long Term Debt $ 200.0      
Fair value of senior notes   $ 121.3 $ 121.6  
Weighted average interest rate on borrowing   6.00%   2.30%
Amended and Restated Credit Agreement | Term Loan A Facility | LIBOR rate | Maximum        
Debt Instrument [Line Items]        
Debt instrument basis spread on variable rate 2.50%      
Amended and Restated Credit Agreement | Term Loan A Facility | LIBOR rate | Minimum        
Debt Instrument [Line Items]        
Debt instrument basis spread on variable rate 2.00%      
v3.23.1
Debt - Summary of Interest Expense, Net (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Debt Instruments [Abstract]    
Interest incurred $ 4.0 $ 1.6
Less: Interest income (0.5) (0.1)
Interest expense, net $ 3.5 $ 1.5
v3.23.1
Earnings per Share - Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share Calculation and Anti-dilutive Share-based Awards (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Earnings Per Share Basic And Diluted [Line Items]    
Basic $ 0.54 $ 0.80
Diluted $ 0.52 $ 0.77
Net earnings $ 15.8 $ 26.4
Basic weighted average number of common shares outstanding 29.2 32.9
Dilutive awards 1.3 1.5
Diluted weighted average number of common shares outstanding 30.5 34.4
v3.23.1
Share-Based Compensation - Additional Information (Details) - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation expenses $ 4.3 $ 3.6
Share-based compensation expense, income tax benefit 4.1 $ 2.8
Unrecognized share-based compensation expense $ 40.9  
Unrecognized share-based compensation expense, over weighted-average period 2 years  
RSUs    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Unrecognized share-based compensation expense $ 22.6  
Unrecognized share-based compensation expense, over weighted-average period 2 years 3 months 18 days  
Share-based compensation award, granted 296  
Performance Share Units    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Unrecognized share-based compensation expense $ 18.3  
Unrecognized share-based compensation expense, over weighted-average period 1 year 8 months 12 days  
Share-based compensation award, granted 412  
Performance Share Units | Certain Executive Officers and Senior Management    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation award, granted 412  
2016 PIP    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Shares authorized and available for grant 2,900  
2023 Performance Grant [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation award, granted 265  
2023 Performance Grant [Member] | Performance Share Units | Maximum    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Potential payout for awards 530  
2023 Performance Grant [Member] | Performance Share Units | Minimum    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Potential payout for awards 0  
2020 Performance Grants [Member] | Performance Share Units | Certain Executive Officers and Senior Management    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation award, granted 147  
v3.23.1
Share-Based Compensation - Summary of Stock Option Awards Outstanding (Details)
shares in Thousands
 3 Months Ended
Mar. 31, 2023
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Outstanding at beginning of period | shares 524
Exercised | shares (61)
Outstanding at end of period | shares 463
Vested and expected to vest at end of period | shares 463
Vested and exercisable at end of period | shares 463
Outstanding at beginning of period | $ / shares $ 18.19
Exercised | $ / shares 18.93
Outstanding at end of period | $ / shares 18.09
Vested and expected to vest at end of period | $ / shares 18.09
Vested and exercisable at end of period | $ / shares $ 18.09
v3.23.1
Share-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - RSUs
shares in Thousands
 3 Months Ended
Mar. 31, 2023
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Nonvested, beginning of period, shares | shares 989
Granted, Shares | shares 296
Vested, Shares | shares (455)
Forfeited, Shares | shares (3)
Nonvested, end of period, shares | shares 827
Nonvested, beginning of period, weighted average grant date fair value | $ / shares $ 23.91
Granted, Weighted Average Grant Date Fair Value | $ / shares 41.85
Vested, Weighted Average Grant Date Fair Value | $ / shares 18.71
Forfeited, Weighted Average Grant Date Fair Value | $ / shares 29.62
Nonvested, end of period, weighted average grant date fair value | $ / shares $ 33.16
v3.23.1
Share-Based Compensation - Summary of Nonvested Performance Share Units (Details) - Performance Share Units
shares in Thousands
 3 Months Ended
Mar. 31, 2023
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Nonvested, beginning of period, shares | shares 903
Granted, Shares | shares 412
Vested, Shares | shares (443)
Forfeited, Shares | shares (25)
Nonvested, end of period, shares | shares 847
Nonvested, beginning of period, weighted average grant date fair value | $ / shares $ 22.31
Granted, Weighted Average Grant Date Fair Value | $ / shares 30.13
Vested, Weighted Average Grant Date Fair Value | $ / shares 8.97
Forfeited, Weighted Average Grant Date Fair Value | $ / shares 8.98
Nonvested, end of period, weighted average grant date fair value | $ / shares $ 33.47
v3.23.1
Share-Based Compensation - Schedule of performance period of shares award (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Estimated or actual attainment 100.00%  
Performance Share Units    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSUs outstanding 847 903
Performance Share Units | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSUs outstanding 265  
Estimated PSU attainment or actual PSUs earned 163  
Performance Share Units | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSUs outstanding 274  
Estimated PSU attainment or actual PSUs earned 193  
Performance Share Units | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSUs outstanding 308  
Estimated PSU attainment or actual PSUs earned 410  
Performance Share Units | First Annual Performance Periods | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2023  
Performance or service period 2023  
Estimated or actual attainment [1] 146.00%  
PSUs outstanding 66  
Estimated PSU attainment or actual PSUs earned 96  
Performance Share Units | First Annual Performance Periods | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2022  
Performance or service period 2022  
Estimated or actual attainment [2] 140.00%  
PSUs outstanding 68  
Estimated PSU attainment or actual PSUs earned 95  
Performance Share Units | First Annual Performance Periods | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2021  
Performance or service period 2021  
Estimated or actual attainment [2] 200.00%  
PSUs outstanding 77  
Estimated PSU attainment or actual PSUs earned 154  
Performance Share Units | Second Annual Performance Periods | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2023  
Performance or service period 2024  
PSUs outstanding 66  
Estimated PSU attainment or actual PSUs earned 0  
Performance Share Units | Second Annual Performance Periods | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2022  
Performance or service period 2023  
Estimated or actual attainment [1] 43.00%  
PSUs outstanding 68  
Estimated PSU attainment or actual PSUs earned 29  
Performance Share Units | Second Annual Performance Periods | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2021  
Performance or service period 2022  
Estimated or actual attainment [2] 87.00%  
PSUs outstanding 77  
Estimated PSU attainment or actual PSUs earned 67  
Performance Share Units | Third Annual Performance Periods | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2023  
Performance or service period 2025  
PSUs outstanding 66  
Estimated PSU attainment or actual PSUs earned 0  
Performance Share Units | Third Annual Performance Periods | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2022  
Performance or service period 2024  
PSUs outstanding 69  
Estimated PSU attainment or actual PSUs earned 0  
Performance Share Units | Third Annual Performance Periods | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2021  
Performance or service period 2023  
Estimated or actual attainment [1] 72.00%  
PSUs outstanding 77  
Estimated PSU attainment or actual PSUs earned 56  
Performance Share Units | Cumulative Performance Period | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2023  
Estimated or actual attainment [3] 100.00%  
PSUs outstanding 67  
Estimated PSU attainment or actual PSUs earned 67  
Performance Share Units | Cumulative Performance Period | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2022  
Estimated or actual attainment [3] 100.00%  
PSUs outstanding 69  
Estimated PSU attainment or actual PSUs earned 69  
Performance Share Units | Cumulative Performance Period | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSU awards year granted 2021  
Estimated or actual attainment [1] 172.00%  
PSUs outstanding 77  
Estimated PSU attainment or actual PSUs earned 133  
Performance Share Units | Maximum | Cumulative Performance Period | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2025  
Performance Share Units | Maximum | Cumulative Performance Period | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2024  
Performance Share Units | Maximum | Cumulative Performance Period | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2023  
Performance Share Units | Minimum | Cumulative Performance Period | Performance Period Year Granted 2023    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2023  
Performance Share Units | Minimum | Cumulative Performance Period | Performance Period Year Granted 2022    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2022  
Performance Share Units | Minimum | Cumulative Performance Period | Performance Period Year Granted 2021    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Performance or service period 2021  
[1] Amounts represent estimated attainment and estimated PSUs.
[2] Amounts represent actual attainment and actual PSUs earned as the performance period is complete.
[3] Expense for the cumulative performance/service period is recognized at 100% of the estimated attainment until the end of the second service year.
v3.23.1
Share-Based Compensation - Schedule of performance period of shares award (Parenthetical) (Details)
 3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Estimated attainment expense 100.00%
v3.23.1
Capital Stock - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Aug. 17, 2022
Feb. 17, 2022
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Class Of Stock [Line Items]          
Common stock, Authorized     65,000,000.0   65,000,000.0
Common stock, par value     $ 0.01   $ 0.01
Preferred stock, authorized     1,000,000.0   1,000,000.0
Preferred stock, par value     $ 0.01   $ 0.01
Repurchases of common stock, shares     33,568 1,227,303  
Repurchases of common stock, value     $ 1.3 $ 42.1  
Shares repurchased average price     $ 38.82 $ 34.26  
Stock repurchase program, remaining authorized amount     $ 123.0    
Common Stock          
Class Of Stock [Line Items]          
Outstanding common stock value authorized to repurchase under stock repurchase program $ 150.0 $ 150.0      
Stock Repurchase Program Expiration Date Dec. 31, 2023 Dec. 31, 2023      
v3.23.1
Comprehensive Income - Schedule of Components of Other Comprehensive Income and Income Tax Expense Allocated to Each Component (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Accumulated Other Comprehensive Income Loss [Line Items]    
Other comprehensive income, Before Tax Amount $ 0.4 $ 0.9
Other comprehensive income, Income Tax Expense 0.1 0.2
Other comprehensive income, net of tax 0.3 0.7
Translation Adjustments    
Accumulated Other Comprehensive Income Loss [Line Items]    
Other comprehensive income, Before Tax Amount 0.2 0.1
Other comprehensive income, Income Tax Expense 0.0 0.0
Other comprehensive income, net of tax 0.2 0.1
Adjustment for Net Periodic Pension and Other Postretirement Benefits Plans    
Accumulated Other Comprehensive Income Loss [Line Items]    
Other comprehensive income, Before Tax Amount 0.2 0.8
Other comprehensive income, Income Tax Expense 0.1 0.2
Other comprehensive income, net of tax $ 0.1 $ 0.6
v3.23.1
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Accumulated Other Comprehensive Income Loss [Line Items]    
Balance $ 329.5 $ 377.0
Balance 332.7 353.9
Pension and Other Postretirement Benefits Plans Cost    
Accumulated Other Comprehensive Income Loss [Line Items]    
Balance (67.9) (64.4)
Other comprehensive income before reclassifications 0.0 0.0
Amounts reclassified from accumulated other comprehensive loss 0.1 0.6
Net change in accumulated other comprehensive loss 0.1 0.6
Balance (67.8) (63.8)
Translation Adjustments    
Accumulated Other Comprehensive Income Loss [Line Items]    
Balance (15.3) (13.9)
Other comprehensive income before reclassifications 0.2 0.1
Amounts reclassified from accumulated other comprehensive loss 0.0 0.0
Net change in accumulated other comprehensive loss 0.2 0.1
Balance (15.1) (13.8)
Accumulated Other Comprehensive Loss    
Accumulated Other Comprehensive Income Loss [Line Items]    
Balance (83.2) (78.3)
Other comprehensive income before reclassifications 0.2 0.1
Amounts reclassified from accumulated other comprehensive loss 0.1 0.6
Net change in accumulated other comprehensive loss 0.3 0.7
Balance $ (82.9) $ (77.6)
v3.23.1
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Reclassifications before tax $ 0.2 $ 0.8
Income tax expense 0.1 0.2
Reclassifications, net of tax 0.1 0.6
Accumulated Defined Benefit Plans Adjustment, Net Actuarial loss    
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Reclassifications before tax [1] $ 0.2 $ 0.8
[1] These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans).
v3.23.1
Segment Information - Additional Information (Details)
 3 Months Ended
Mar. 31, 2023
Segment
Segment Reporting [Abstract]  
Number of operating segments 4
Number of reportable segments 4
v3.23.1
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Net Sales $ 198.6 $ 211.0  
(Loss) Income from Operations 14.8 35.3  
Assets 871.3 [1] 871.6 [1] $ 828.3
Depreciation and Amortization 12.4 10.7  
Capital Expenditures 10.6 9.9  
Capital Markets - Software Solutions      
Segment Reporting Information [Line Items]      
Net Sales 43.7 44.7  
(Loss) Income from Operations (0.6) 4.3  
Assets [1] 189.7 189.9  
Depreciation and Amortization 6.2 5.1  
Capital Expenditures 5.5 5.3  
Capital Markets - Compliance and Communications Management      
Segment Reporting Information [Line Items]      
Net Sales 94.1 103.6  
(Loss) Income from Operations 16.6 28.9  
Assets [1] 415.3 437.2  
Depreciation and Amortization 1.8 1.5  
Capital Expenditures 1.1 0.7  
Investment Companies - Software Solutions      
Segment Reporting Information [Line Items]      
Net Sales 26.4 25.1  
(Loss) Income from Operations 5.0 6.2  
Assets [1] 103.3 99.4  
Depreciation and Amortization 3.3 2.9  
Capital Expenditures 3.5 3.0  
Investment Companies - Compliance and Communications Management      
Segment Reporting Information [Line Items]      
Net Sales 34.4 37.6  
(Loss) Income from Operations 8.1 8.1  
Assets [1] 43.6 53.1  
Depreciation and Amortization 1.1 1.1  
Capital Expenditures 0.3 0.6  
Operating Segments      
Segment Reporting Information [Line Items]      
Net Sales 198.6 211.0  
(Loss) Income from Operations 29.1 47.5  
Assets [1] 751.9 779.6  
Depreciation and Amortization 12.4 10.6  
Capital Expenditures 10.4 9.6  
Corporate      
Segment Reporting Information [Line Items]      
Net Sales 0.0 0.0  
(Loss) Income from Operations (14.3) (12.2)  
Assets [1] 119.4 92.0  
Depreciation and Amortization 0.0 0.1  
Capital Expenditures $ 0.2 $ 0.3  
[1] Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments.