DFIN Donnelley Financial Solutions Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2025

 

Donnelley Financial Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-37728		36-4829638
(Commission File Number)		(IRS Employer Identification No.)
391 Steel Way,
Lancaster, Pennsylvania		17601
(Address of Principal Executive Offices)		(Zip Code)

 

(800) 823-5304

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		DFIN		NYSE

 

 

 

 

---

Item 2.02. Results of Operations and Financial Condition

On February 18, 2025, Donnelley Financial Solutions, Inc. (the “Company”) issued a press release reporting the Company’s financial results for the fourth quarter and full year ended December 31, 2024.

Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.

Item 9.01. Financial Statements and Exhibits

99.1		Press Release issued by Donnelley Financial Solutions, Inc. on February 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				DONNELLEY FINANCIAL SOLUTIONS, INC.
Date: February 18, 2025		By:		/s/ DAVID A. GARDELLA
				David A. Gardella
				Chief Financial Officer

 

---

Exhibit 99.1

 

 

DFIN Reports Fourth-Quarter and Full-Year 2024 Results

CHICAGO – February 18, 2025 – Donnelley Financial Solutions, Inc. (NYSE: DFIN) (the “Company” or “DFIN”) today reported financial results for the fourth quarter and full year of 2024.

Highlights:

(a) Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, organic net sales, gross leverage and net leverage are non-GAAP financial measures that exclude the impact of certain items noted in the reconciliation tables below. The tables below provide reconciliations to the most comparable GAAP measures.

(b) Defined as net cash provided by operating activities.

“I am pleased with our continued progress to increase the adoption of our software solutions offerings. During the fourth quarter, the growth in software solutions net sales was led by the performance of our recurring compliance software products, ActiveDisclosure and Arc Suite, which posted net sales growth of approximately 19% in aggregate, an improvement compared to the recent trend. Net sales of Venue, our dataroom offering, grew approximately 2% despite lapping very strong results from the fourth quarter of last year,” said Daniel N. Leib, DFIN’s president and chief executive officer.

 

Leib continued, “For full-year 2024, we delivered organic software solutions net sales growth of 13.8%, yielding total software solutions net sales of $329.7 million, which represents approximately 42% of our full-year consolidated net sales, up from approximately 37% of full-year consolidated net sales in 2023. In addition, we achieved an important milestone in our transformation journey during 2024, with software solutions net sales exceeding each of tech-enabled services net sales and print and distribution net sales to become the largest component of our consolidated full-year net sales, demonstrating another positive proof point of our software-centric strategy. The improved sales mix, combined with our continued cost discipline, generated strong full-year profitability, as we delivered $217.3 million of Adjusted EBITDA and 27.8% in Adjusted EBITDA margin, both of which exceeded the levels we achieved in 2023, despite continued softness in the capital markets transactional environment which resulted in the third consecutive year of lower transactional revenue.”

 

“Heading into 2025, we are encouraged by the performance of our software solutions and remain well positioned to capture future opportunities. While our transactional offering is always subject to uncertainty, we are encouraged by the uptick in capital markets transactional activity to start the year. Our portfolio of market-leading regulatory and compliance offerings and deep domain and service expertise position us well to serve current and future needs of our clients,” Leib concluded.

---

Net Sales

Net sales in the fourth quarter of 2024 were $156.3 million, a decrease of $20.2 million, or 11.4% (a decrease of 11.0% on an organic basis), from the fourth quarter of 2023. Net sales decreased primarily due to a reduction in capital markets and investment companies transactional revenue, which decreased $19.5 million in aggregate, and lower print and distribution volumes within capital markets and investment companies compliance offerings, partially offset by higher software solutions net sales.

Net Earnings

For the fourth quarter of 2024, net earnings were $6.3 million, or $0.21 per diluted share, as compared to $10.6 million, or $0.35 per diluted share, in the fourth quarter of 2023. Net earnings in the fourth quarter of 2024 included after-tax charges of $5.7 million, or $0.19 per diluted share, primarily related to share-based compensation expense and restructuring, impairment and other charges, net. Net earnings in the fourth quarter of 2023 included after-tax charges of $8.2 million, or $0.26 per diluted share, primarily related to share-based compensation expense, the acceleration of rent expense associated with abandoned operating leases and restructuring, impairment and other charges, net.

Adjusted EBITDA and Non-GAAP Net Earnings

For the fourth quarter of 2024, Adjusted EBITDA was $31.7 million, a decrease of $9.6 million as compared to the fourth quarter of 2023. Adjusted EBITDA margin was 20.3%, a decrease of approximately 310 basis points as compared to the fourth quarter of 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was primarily due to lower capital markets and investment companies transactional volumes, partially offset by higher software solutions net sales, cost control initiatives, and lower selling expenses as a result of the decrease in sales volume.

For the fourth quarter of 2024, non-GAAP net earnings were $12.0 million, or $0.40 per diluted share, as compared to $18.8 million, or $0.61 per diluted share, in the fourth quarter of 2023.

Reconciliations of net sales to organic net sales and consolidated net earnings to Adjusted EBITDA, Adjusted EBITDA margin and non-GAAP net earnings are presented in the tables.

Company Results and Conference Call

DFIN’s earnings press release for the fourth-quarter and full-year 2024, which is included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that has been furnished to the SEC on February 18, 2025, is available on the Company’s investor relations website at investor.dfinsolutions.com. A supplemental trending schedule of historical results, including additional breakouts of segment-level net sales, is also available on the Company’s investor relations website.

DFIN will hold a conference call and webcast on February 18, 2025, at 9:00 a.m. Eastern time to discuss financial results for the fourth quarter of 2024, provide a general business update and respond to analyst questions.

A live webcast of the call will also be available on the Company’s investor relations website. Please visit investor.dfinsolutions.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.

If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company’s investor relations website, along with the earnings press release and related financial tables.

About DFIN

 

DFIN is a leading global provider of innovative software and technology-enabled financial regulatory and compliance solutions. We provide domain expertise, enterprise software and data analytics for every stage of our clients’ business and investment lifecycles. Markets fluctuate, regulations evolve, technology advances, and through it all, DFIN delivers confidence with the right solutions in moments that matter. Learn about DFIN’s end-to-end risk and compliance solutions online at DFINsolutions.com or you can also follow us on X (formerly Twitter) @DFINSolutions or on LinkedIn.

Investor Contact:

Mike Zhao

Investor Relations

investors@dfinsolutions.com

---

Use of Non-GAAP Information

This news release contains certain non-GAAP financial measures, including non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP selling, general and administrative expenses (“SG&A”), adjusted non- GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non- GAAP effective tax rate, adjusted non-GAAP net earnings, adjusted non-GAAP diluted earnings per share, Free Cash Flow and organic net sales. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business.

 

The Company’s non-GAAP statement of operations measures, which include non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP SG&A, adjusted non-GAAP income from operations, adjusted non- GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP earnings before income taxes, non-GAAP effective tax rate, adjusted non-GAAP net earnings and adjusted non-GAAP diluted earnings per share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company’s non-income tax, net, accelerated rent expense, share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges, net and gain or loss on certain investments, business sales and asset sales.

 

Free Cash Flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company’s ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity.

 

Organic net sales is a non-GAAP financial measure and is defined by the Company as reported net sales adjusted for the changes in foreign currency exchange rates and the impact of dispositions.

 

These non-GAAP financial measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

Use of Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of DFIN and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about DFIN management’s beliefs and expectations, are forward-looking statements. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While DFIN believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond DFIN’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from DFIN’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in DFIN periodic public filings with the SEC, including but not limited to those discussed under “Special Note Regarding Forward-Looking Statements” and in Part I, Item 1A. Risk Factors of DFIN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, those discussed under “Special Note Regarding Forward-Looking Statements” in DFIN’s Quarterly Reports on Form 10-Q and in other investor communications of DFIN’s from time to time. DFIN does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Balance Sheets

(UNAUDITED)

(in millions, except per share data)

		December 31, 2024				December 31, 2023
Assets
Cash and cash equivalents		$	57.3			$	23.1
Receivables, less allowances for expected losses of $25.0 in 2024 (2023 - $18.9)			138.0				151.8
Prepaid expenses and other current assets			37.2				31.0
Assets held for sale			—				2.6
Total current assets			232.5				208.5
Property, plant and equipment, net			8.9				13.5
Operating lease right-of-use assets			12.3				16.4
Software, net			96.5				87.6
Goodwill			405.4				405.8
Deferred income taxes, net			56.4				45.8
Other noncurrent assets			29.6				29.3
Total assets		$	841.6			$	806.9
Liabilities
Accounts payable		$	28.7			$	33.9
Operating lease liabilities			10.3				14.0
Accrued liabilities			185.1				153.7
Total current liabilities			224.1				201.6
Long-term debt			124.7				124.5
Deferred compensation liabilities			12.2				13.1
Pension and other postretirement benefits plans liabilities			23.3				34.4
Noncurrent operating lease liabilities			6.4				12.1
Other noncurrent liabilities			14.8				19.0
Total liabilities			405.5				404.7
Equity
Preferred stock, $0.01 par value
Authorized: 1.0 shares; Issued: None			—				—
Common stock, $0.01 par value
Authorized: 65.0 shares;
Issued and outstanding: 38.9 shares and 28.7 shares in 2024 (2023 - 38.0 shares and 29.1 shares)			0.4				0.4
Treasury stock, at cost: 10.2 shares in 2024 (2023 - 8.9 shares)			(344.1	)			(262.1	)
Additional paid-in capital			333.2				305.7
Retained earnings			528.5				436.1
Accumulated other comprehensive loss			(81.9	)			(77.9	)
Total equity			436.1				402.2
Total liabilities and equity		$	841.6			$	806.9

 

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Operations

(UNAUDITED)

(in millions, except per share data)

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2024				2023				2024				2023
Net sales
Software solutions		$	81.6			$	73.7			$	329.7			$	292.7
Tech-enabled services			60.5				73.6				320.8				336.9
Print and distribution			14.2				29.2				131.4				167.6
Total net sales			156.3				176.5				781.9				797.2
Cost of sales (a)
Software solutions			27.1				27.5				107.4				108.7
Tech-enabled services			26.9				28.0				120.6				127.6
Print and distribution			8.6				18.4				69.9				97.0
Total cost of sales			62.6				73.9				297.9				333.3
Selling, general and administrative expenses (a)			68.0				70.0				290.9				282.1
Depreciation and amortization			14.8				15.5				60.2				56.7
Restructuring, impairment and other charges, net			2.1				1.4				6.6				9.8
Other operating (income) loss, net			(0.5	)			5.9				(10.3	)			5.3
Income from operations			9.3				9.8				136.6				110.0
Interest expense, net			2.5				3.6				12.9				15.8
Investment and other income, net			(0.3	)			(0.5	)			(1.4	)			(7.8	)
Earnings before income taxes			7.1				6.7				125.1				102.0
Income tax expense (benefit)			0.8				(3.9	)			32.7				19.8
Net earnings		$	6.3			$	10.6			$	92.4			$	82.2
Net earnings per share:
Basic		$	0.22			$	0.36			$	3.16			$	2.81
Diluted		$	0.21			$	0.35			$	3.06			$	2.69
Weighted-average number of common shares outstanding:
Basic			28.9				29.2				29.2				29.3
Diluted			29.9				30.6				30.2				30.6

__________

		Three Months Ended December 31,								Twelve Months Ended December 31,
Components of depreciation and amortization:		2024				2023				2024				2023
Cost of sales		$	14.4			$	14.1			$	58.2			$	51.2
Selling, general and administrative expenses			0.4				1.4				2.0				5.5
Total depreciation and amortization		$	14.8			$	15.5			$	60.2			$	56.7
Additional information:
Gross profit (b)		$	79.3			$	88.5			$	425.8			$	412.7
Exclude: Depreciation and amortization			14.4				14.1				58.2				51.2
Non-GAAP gross profit		$	93.7			$	102.6			$	484.0			$	463.9
Gross margin (b)			50.7	%			50.1	%			54.5	%			51.8	%
Non-GAAP gross margin			59.9	%			58.1	%			61.9	%			58.2	%
SG&A as a % of total net sales (a)			43.5	%			39.7	%			37.2	%			35.4	%
Operating margin			6.0	%			5.6	%			17.5	%			13.8	%
Effective tax rate			11.3	%		nm					26.1	%			19.4	%

__________

nm - Not meaningful.

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Reconciliation of GAAP to Non-GAAP Measures

For the Three and Twelve Months Ended December 31, 2024

(UNAUDITED)

(in millions, except per share data)

	For the Three Months Ended December 31, 2024
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	79.3			$	68.0			$	9.3				6.0	%		$	6.3			$	0.21
Exclude: Depreciation and amortization		14.4
Non-GAAP measures		93.7
Non-GAAP % of total net sales		59.9	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				2.1				1.3	%			1.7				0.06
Share-based compensation expense		—				(6.0	)			6.0				3.8	%			4.4				0.15
Gain on sale of a business		—				—				(0.4	)			(0.3	%)			(0.3	)			(0.01	)
Non-income tax, net		—				0.1				(0.1	)			(0.1	%)			(0.1	)			—
Total Non-GAAP adjustments (b)		—				(5.9	)			7.6				4.9	%			5.7				0.19
Adjusted Non-GAAP measures (b)	$	93.7			$	62.1			$	16.9				10.8	%		$	12.0			$	0.40
Adjusted Non-GAAP % of total net sales		59.9	%			39.7	%
	For the Twelve Months Ended December 31, 2024
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	425.8			$	290.9			$	136.6				17.5	%		$	92.4			$	3.06
Exclude: Depreciation and amortization		58.2
Non-GAAP measures		484.0
Non-GAAP % of total net sales		61.9	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				6.6				0.8	%			5.0				0.17
Share-based compensation expense		—				(25.2	)			25.2				3.2	%			14.8				0.49
Gain on sale of long-lived assets		—				—				(9.8	)			(1.3	%)			(7.0	)			(0.23	)
Non-income tax, net		—				1.1				(1.1	)			(0.1	%)			(0.7	)			(0.02	)
Gain on sale of a business		—				—				(0.4	)			(0.1	%)			(0.3	)			(0.01	)
Gain on investments in equity securities (c)		—				—				—				—				(0.3	)			(0.01	)
Total non-GAAP adjustments (b)		—				(24.1	)			20.5				2.6	%			11.5				0.38
Adjusted Non-GAAP measures (b)	$	484.0			$	266.8			$	157.1				20.1	%		$	103.9			$	3.44
Adjusted Non-GAAP % of total net sales		61.9	%			34.1	%

__________

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Reconciliation of GAAP to Non-GAAP Measures

For the Three and Twelve Months Ended December 31, 2023

(UNAUDITED)

(in millions, except per share data)

	For the Three Months Ended December 31, 2023
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	88.5			$	70.0			$	9.8				5.6	%		$	10.6			$	0.35
Exclude: Depreciation and amortization		14.1
Non-GAAP measures		102.6
Non-GAAP % of total net sales		58.1	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				1.4				0.8	%			1.4				0.05
Share-based compensation expense		—				(5.4	)			5.4				3.1	%			4.2				0.14
Loss on sale of a business		—				—				6.1				3.5	%			—				—
Accelerated rent expense		2.9				(0.2	)			3.1				1.8	%			2.8				0.09
Disposition-related expenses		—				(0.3	)			0.3				0.2	%			0.2				0.01
Gain on sale of long-lived assets						—				(0.2	)			(0.1	%)			(0.2	)			(0.01	)
Non-income tax, net		—				0.1				(0.1	)			(0.1	%)			(0.1	)			—
Gain on investments in equity securities (c)		—				—				—				—				(0.1	)			—
Total Non-GAAP adjustments (b)		2.9				(5.8	)			16.0				9.0	%			8.2				0.26
Adjusted Non-GAAP measures (b)	$	105.5			$	64.2			$	25.8				14.6	%		$	18.8			$	0.61
Adjusted Non-GAAP % of total net sales		59.8	%			36.4	%
	For the Twelve Months Ended December 31, 2023
	Gross profit				SG&A (a)				Income (loss) from operations				Operating margin				Net earnings (loss)				Net earnings (loss) per diluted share
GAAP basis measures	$	412.7			$	282.1			$	110.0				13.8	%		$	82.2			$	2.69
Exclude: Depreciation and amortization		51.2
Non-GAAP measures		463.9
Non-GAAP % of total net sales		58.2	%
Non-GAAP adjustments:
Restructuring, impairment and other charges, net		—				—				9.8				1.2	%			7.5				0.25
Share-based compensation expense		—				(22.5	)			22.5				2.8	%			13.3				0.43
Loss on sale of a business		—				—				6.1				0.8	%			—				—
Accelerated rent expense		3.4				(0.3	)			3.7				0.5	%			3.2				0.10
Disposition-related expenses		—				(0.3	)			0.3				—				0.2				0.01
Non-income tax, net		—				0.9				(0.9	)			(0.1	%)			(0.6	)			(0.02	)
Gain on sale of long-lived assets		—				—				(0.8	)			(0.1	%)			(0.6	)			(0.02	)
Gain on investments in equity securities (c)		—				—				—				—				(5.1	)			(0.17	)
Total non-GAAP adjustments (b)		3.4				(22.2	)			40.7				5.1	%			17.9				0.58
Adjusted Non-GAAP measures (b)	$	467.3			$	259.9			$	150.7				18.9	%		$	100.1			$	3.27
Adjusted Non-GAAP % of total net sales		58.6	%			32.6	%

__________

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Segment Adjusted EBITDA and Supplementary Information

(UNAUDITED)

(in millions)

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Corporate				Consolidated (a)
For the Three Months Ended December 31, 2024
Net sales		$	50.0			$	53.3			$	31.6			$	21.4			$	—			$	156.3
Adjusted EBITDA		$	13.3			$	13.6			$	11.7			$	4.8			$	(11.7	)		$	31.7
Adjusted EBITDA margin %			26.6	%			25.5	%			37.0	%			22.4	%		nm					20.3	%
Depreciation and amortization		$	7.3			$	1.4			$	5.1			$	1.0			$	—			$	14.8
Capital expenditures		$	8.2			$	1.8			$	4.1			$	0.4			$	0.6			$	15.1
For the Three Months Ended December 31, 2023
Net sales		$	48.0			$	68.3			$	25.7			$	34.5			$	—			$	176.5
Adjusted EBITDA		$	12.7			$	21.0			$	8.1			$	10.4			$	(10.9	)		$	41.3
Adjusted EBITDA margin %			26.5	%			30.7	%			31.5	%			30.1	%		nm					23.4	%
Depreciation and amortization		$	8.0			$	2.4			$	4.0			$	1.1			$	—			$	15.5
Capital expenditures		$	8.1			$	2.6			$	6.5			$	0.4			$	1.2			$	18.8
		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Corporate				Consolidated (a)
For the Twelve Months Ended December 31, 2024
Net sales		$	213.6			$	321.7			$	116.1			$	130.5			$	—			$	781.9
Adjusted EBITDA		$	63.5			$	110.9			$	39.7			$	41.5			$	(38.3	)		$	217.3
Adjusted EBITDA margin %			29.7	%			34.5	%			34.2	%			31.8	%		nm					27.8	%
Depreciation and amortization		$	27.6			$	9.8			$	18.2			$	4.5			$	0.1			$	60.2
Capital expenditures		$	32.5			$	7.7			$	21.1			$	2.7			$	1.9			$	65.9
For the Twelve Months Ended December 31, 2023
Net sales		$	185.9			$	355.4			$	106.8			$	149.1			$	—			$	797.2
Adjusted EBITDA		$	45.2			$	119.4			$	36.9			$	49.4			$	(43.5	)		$	207.4
Adjusted EBITDA margin %			24.3	%			33.6	%			34.6	%			33.1	%		nm					26.0	%
Depreciation and amortization		$	29.8			$	8.0			$	14.2			$	4.6			$	0.1			$	56.7
Capital expenditures		$	31.5			$	7.4			$	18.8			$	1.8			$	2.3			$	61.8

__________

nm - Not meaningful.

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

(in millions)

		For the Twelve Months Ended December 31,
		2024				2023
Operating Activities
Net earnings		$	92.4			$	82.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			60.2				56.7
Provision for expected losses on accounts receivable			17.6				13.7
Share-based compensation expense			25.2				22.5
Deferred income taxes			(9.4	)			(14.6	)
Net pension plan income			(1.1	)			(0.5	)
Gain on sale of long-lived assets			(9.8	)			(0.8	)
Gain on sales of investments in equity securities			(0.2	)			(7.0	)
(Gain) loss on sales of businesses			(0.4	)			6.1
Amortization of operating lease right-of-use assets			9.3				15.4
Other			3.0				1.5
Changes in operating assets and liabilities:
Receivables, net			(4.4	)			(2.3	)
Prepaid expenses and other current assets			(6.3	)			1.7
Accounts payable			(5.7	)			(15.3	)
Income taxes payable and receivable			(0.5	)			(3.6	)
Accrued liabilities and other			16.9				(13.8	)
Operating lease liabilities			(13.8	)			(16.1	)
Pension and other postretirement benefits plans contributions			(1.9	)			(1.8	)
Net cash provided by operating activities			171.1				124.0
Investing Activities
Capital expenditures			(65.9	)			(61.8	)
Proceeds from sale of long-lived assets			12.4				—
Proceeds from sales of investments in equity securities			0.2				10.0
Proceeds from sale of a business			—				0.5
Net cash used in investing activities			(53.3	)			(51.3	)
Financing Activities
Revolving facility borrowings			159.5				302.0
Payments on revolving facility borrowings			(159.5	)			(347.0	)
Treasury share repurchases			(81.6	)			(40.3	)
Cash received for common stock issuances			2.4				3.1
Finance lease payments			(2.9	)			(2.4	)
Net cash used in financing activities			(82.1	)			(84.6	)
Effect of exchange rate on cash and cash equivalents			(1.5	)			0.8
Net increase (decrease) in cash and cash equivalents			34.2				(11.1	)
Cash and cash equivalents at beginning of year			23.1				34.2
Cash and cash equivalents at end of year		$	57.3			$	23.1
Supplemental cash flow information:
Income taxes paid (net of refunds)		$	40.8			$	38.3
Interest paid		$	13.3			$	16.6
Non-cash investing activities:
Capitalized software included in accounts payable		$	0.6			$	0.1
Non-cash consideration from sale of investment in an equity security		$	—			$	2.9

 

Additional Information:
		For the Three Months Ended December 31,								For the Twelve Months Ended December 31,
		2024				2023				2024				2023
Net cash provided by operating activities		$	56.4			$	74.8			$	171.1			$	124.0
Less: capital expenditures			15.1				18.8				65.9				61.8
Free Cash Flow		$	41.3			$	56.0			$	105.2			$	62.2

 

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Reconciliation of Reported to Organic Net Sales - By Segment

(UNAUDITED)

(in millions)

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Consolidated
Reported Net Sales:
For the Three Months Ended December 31, 2024		$	50.0			$	53.3			$	31.6			$	21.4			$	156.3
For the Three Months Ended December 31, 2023		$	48.0			$	68.3			$	25.7			$	34.5			$	176.5
Net sales change			4.2	%			(22.0	%)			23.0	%			(38.0	%)			(11.4	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			—				—				—				—				—
Year-over-year impact of the eBrevia disposition			(1.5	%)			—				—				—				(0.4	%)
Net organic sales change			5.7	%			(22.0	%)			23.0	%			(38.0	%)			(11.0	%)

 

		Capital Markets - Software Solutions				Capital Markets - Compliance and Communications Management				Investment Companies - Software Solutions				Investment Companies - Compliance and Communications Management				Consolidated
Reported Net Sales:
For the Twelve Months Ended December 31, 2024		$	213.6			$	321.7			$	116.1			$	130.5			$	781.9
For the Twelve Months Ended December 31, 2023		$	185.9			$	355.4			$	106.8			$	149.1			$	797.2
Net sales change			14.9	%			(9.5	%)			8.7	%			(12.5	%)			(1.9	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			—				—				0.2	%			—				—
Year-over-year impact of the eBrevia disposition			(2.0	%)			—				—				—				(0.5	%)
Net organic sales change			16.9	%			(9.5	%)			8.5	%			(12.5	%)			(1.4	%)

 

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Reconciliation of Reported to Organic Net Sales - By Services and Products

(UNAUDITED)

(in millions)

		Software Solutions				Tech-enabled Services				Print and Distribution				Consolidated
Reported Net Sales:
For the Three Months Ended December 31, 2024		$	81.6			$	60.5			$	14.2			$	156.3
For the Three Months Ended December 31, 2023		$	73.7			$	73.6			$	29.2			$	176.5
Net sales change			10.7	%			(17.8	%)			(51.4	%)			(11.4	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			—				—				—				—
Year-over-year impact of the eBrevia disposition			(0.9	%)			—				—				(0.4	%)
Net organic sales change			11.6	%			(17.8	%)			(51.4	%)			(11.0	%)

 

		Software Solutions				Tech-enabled Services				Print and Distribution				Consolidated
Reported Net Sales:
For the Twelve Months Ended December 31, 2024		$	329.7			$	320.8			$	131.4			$	781.9
For the Twelve Months Ended December 31, 2023		$	292.7			$	336.9			$	167.6			$	797.2
Net sales change			12.6	%			(4.8	%)			(21.6	%)			(1.9	%)
Supplementary non-GAAP information:
Year-over-year impact of changes in foreign exchange rates			0.1	%			—				—				—
Year-over-year impact of the eBrevia disposition			(1.3	%)			—				—				(0.5	%)
Net organic sales change			13.8	%			(4.8	%)			(21.6	%)			(1.4	%)

 

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Reconciliation of Net Earnings to Adjusted EBITDA

(UNAUDITED)

(in millions)

		For the Twelve Months Ended				For the Three Months Ended
		December 31, 2024				December 31, 2024				September 30, 2024				June 30, 2024				March 31, 2024
Net earnings		$	92.4			$	6.3			$	8.7			$	44.1			$	33.3
Adjustments
Restructuring, impairment and other charges, net			6.6				2.1				1.4				1.3				1.8
Share-based compensation expense			25.2				6.0				6.7				7.4				5.1
Gain on sale of long-lived assets			(9.8	)			—				—				—				(9.8	)
Non-income tax, net			(1.1	)			(0.1	)			(0.3	)			(0.3	)			(0.4	)
Gain on investments in equity securities			(0.4	)			—				—				(0.3	)			(0.1	)
Gain on sale of a business			(0.4	)			(0.4	)			—				—				—
Depreciation and amortization			60.2				14.8				17.2				14.3				13.9
Interest expense, net			12.9				2.5				3.1				3.7				3.6
Investment and other income, net			(1.0	)			(0.3	)			(0.3	)			(0.1	)			(0.3	)
Income tax expense			32.7				0.8				6.7				17.1				8.1
Total Non-GAAP adjustments			124.9				25.4				34.5				43.1				21.9
Adjusted EBITDA		$	217.3			$	31.7			$	43.2			$	87.2			$	55.2
Software solutions		$	329.7			$	81.6			$	82.2			$	85.6			$	80.3
Tech-enabled services			320.8				60.5				75.2				102.2				82.9
Print and distribution			131.4				14.2				22.1				54.9				40.2
Total net sales		$	781.9			$	156.3			$	179.5			$	242.7			$	203.4
Adjusted EBITDA margin %			27.8	%			20.3	%			24.1	%			35.9	%			27.1	%

 

		For the Twelve Months Ended				For the Three Months Ended
		December 31, 2023				December 31, 2023				September 30, 2023				June 30, 2023				March 31, 2023
Net earnings		$	82.2			$	10.6			$	18.1			$	37.7			$	15.8
Adjustments
Restructuring, impairment and other charges, net			9.8				1.4				(0.3	)			(2.2	)			10.9
Share-based compensation expense			22.5				5.4				6.1				6.7				4.3
Loss on sale of a business			6.1				6.1				—				—				—
Accelerated rent expense			3.7				3.1				—				0.1				0.5
Disposition-related expenses			0.3				0.3				—				—				—
Gain on investments in equity securities			(7.0	)			(0.1	)			—				(0.2	)			(6.7	)
Non-income tax, net			(0.9	)			(0.1	)			(0.4	)			(0.2	)			(0.2	)
Gain on sale of long-lived assets			(0.8	)			(0.2	)			(0.2	)			(0.1	)			(0.3	)
Depreciation and amortization			56.7				15.5				14.4				14.4				12.4
Interest expense, net			15.8				3.6				4.1				4.6				3.5
Investment and other income, net			(0.8	)			(0.4	)			(0.1	)			(0.1	)			(0.2	)
Income tax expense (benefit)			19.8				(3.9	)			7.7				13.6				2.4
Total Non-GAAP adjustments			125.2				30.7				31.3				36.6				26.6
Adjusted EBITDA		$	207.4			$	41.3			$	49.4			$	74.3			$	42.4
Software solutions		$	292.7			$	73.7			$	73.2			$	75.7			$	70.1
Tech-enabled services			336.9				73.6				80.4				104.5				78.4
Print and distribution			167.6				29.2				26.4				61.9				50.1
Total net sales		$	797.2			$	176.5			$	180.0			$	242.1			$	198.6
Adjusted EBITDA margin %			26.0	%			23.4	%			27.4	%			30.7	%			21.3	%

 

---

Donnelley Financial Solutions, Inc. and Subsidiaries (“DFIN”)

Debt and Liquidity Summary

(UNAUDITED)

(in millions)

Total Liquidity		December 31, 2024				December 31, 2023
Availability
Stated amount of the Revolving Facility (a)		$	300.0			$	300.0
Less: availability reduction from covenants			—				—
Amount available under the Revolving Facility			300.0				300.0
Usage
Borrowings under the Revolving Facility			—				—
Impact on availability related to outstanding    letters of credit			1.0				1.0
Amount used under the Revolving Facility			1.0				1.0
Availability under the Revolving Facility			299.0				299.0
Cash and cash equivalents			57.3				23.1
Net Available Liquidity		$	356.3			$	322.1
Term Loan A Facility		$	125.0			$	125.0
Unamortized debt issuance costs			(0.3	)			(0.5	)
Total debt		$	124.7			$	124.5
Adjusted EBITDA for the twelve months ended December 31, 2024 and 2023		$	217.3			$	207.4
Non-GAAP Gross Leverage (defined as total debt divided by Adjusted EBITDA)			0.6	x			0.6	x
Non-GAAP Net Debt (defined as total debt less cash and cash equivalents)			67.4				101.4
Non-GAAP Net Leverage (defined as non-GAAP Net Debt divided by Adjusted EBITDA)			0.3	x			0.5	x

__________

---

v3.25.0.1

Document and Entity Information	Feb. 18, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 18, 2025
Entity Registrant Name	Donnelley Financial Solutions, Inc.
Entity Central Index Key	0001669811
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock (Par Value $0.01)
Trading Symbol	DFIN
Security Exchange Name	NYSE
Entity File Number	001-37728
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4829638
Entity Address, Address Line One	391 Steel Way
Entity Address, City or Town	Lancaster
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17601
City Area Code	800
Local Phone Number	823-5304
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---