My name is Jane, and I will be your conference operator today. At this time, I would like to welcome everyone to the Donnelley Financial Solutions’ Third Quarter 2021 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. Thank you.

Mike Zhao, you may begin your conference..

Thank you. Good morning, everyone. And thank you for joining Donnelley Financial Solutions’ third quarter 2021 results conference call. This morning we released our earnings report, including a supplement printing schedule of historical results. Copies of which can be found in the Investors section of our website at dfinsolutions.com.

During this call, we’ll refer to forward-looking statements that are subject to risks and uncertainties. For a complete discussion, please refer to the cautionary statements included in our earnings release and further details in our most recent annual report on Form 10-K, quarterly report on Form 10-Q and other filings with the SEC.

Further, we will discuss non-GAAP financial information. We believe the presentation of non-GAAP financial information provides you with useful supplementary information concerning the company’s ongoing operations and is an appropriate way for you to evaluate the company’s performance. They are, however, provided for informational purposes only.

Please refer to the earnings release and related tables for GAAP financial information and reconciliations of GAAP to non-GAAP financial information. I am joined this morning by Dan Leib; Dave Gardella; Craig Clay; Eric Johnson; Floyd Strimling; and Kami Turner. I will now turn the call over to Dan..

Thank you, Mike. Good morning, everyone. And from all of us at DFIN, we hope that you and your families are staying safe and healthy. I’m very pleased with our record third quarter financial results. Before I go into details on the quarter, I’d like to highlight two important milestones we reached.

First, in October, we celebrated DFIN’s fifth anniversary as a standalone company. I want to thank the entire DFIN team for their dedication and hard work over the course of these five years.

Together, our employees are leading DFIN’s transformation from a financial printer to a leading provider of innovative software and technology enabled financial regulatory and compliance solutions.

Over the last five years, guided by our vision, we executed significant business transformation initiatives to position DFIN for long-term profitable growth.

A key component of the transformation was an acceleration of software development, which enabled us to upgrade the capabilities of existing products, as well as launch new software solutions to help our clients manage their evolving regulatory, compliance and transactional workloads.

A good example of this is the new ActiveDisclosure platform, a cloud-based tool purpose built for SEC reporting, which we launched earlier this year to assist clients with their compliance needs.

Through new ActiveDisclosure and other proven products, we have created a comprehensive software portfolio that spans both transactional and compliance end markets. And when combined with our expertise and scale and technology enabled services, we offer our clients an unmatched ecosystem of regulatory and compliance solutions.

At the same time, we scaled our software offerings and technology enabled services, we also took actions to strategically reduce our low margin print and distribution revenue, and significantly downsize our print production platform.

Five years ago at the time spin off, print and distribution sales accounted for approximately 40% of our total sales and we had a margin profile consistent with such a sales mix.

Over the course of the last five years with our focused efforts to accelerate software sales growth, we managed to expand our product pipeline, improve sales and marketing capabilities, and established third-party partnerships, all aimed at driving the adoption of our software solutions offerings.

We’ve expanded our year-over-year EBITDA margin for the last nine consecutive quarters and as of the third quarter our trailing four quarter adjusted EBITDA margin is 27.6%, compared to a margin of 16.5% at the end of 2016.

Looking forward, while our margin benefits from the current very strong corporate transactions offering, our business mix has changed favorably and positions us well.

During the quarter we achieved a second major strategic milestone, for the first time in the company’s history, both within the quarter and on a trailing four-quarter basis, net sales from software solutions exceeded net sales of print and distribution.

This was a significant achievement in our strategic evolution and another proof point that our strategy is delivering excellent solutions to our clients, which in turn positions us to continue to deliver strong returns to our shareholders.

Not only are we pleased with the results of the strategic transformation to-date, we remain confident in our ability to achieve the 44 in 24 strategy, specifically targeting 44% of our sales from software solutions by the year 2024, and more importantly, the resulting financial profile from such a business mix.

Now turning to the third quarter results, total sales grew 18.2% from last year’s third quarter, marking the highest third quarter sales in the company’s history. Despite the expected decline in print and distribution related sales, which was down 32.7% in the quarter.

The strong pace of transactional activity coming into the quarter accelerated throughout Q3, boosting sales across our transactional and compliance offerings. Excluding print and distribution, year-over-year net sales increased 35.9% in the quarter as software solution sales grew with 35.6% and tech-enabled services grew 36%.

Software solution sales totaled $69.3 million, marking yet another all-time quarterly record for DFIN. The 36% sales growth in software solutions is a continuation of the very strong sales growth trend that began in the first quarter of this year. Year-to-date, our software solution sales have grown 34% versus the first nine months of 2020.

We’ve received positive market feedback and strong client adoption of our recent product launches, particularly ActiveDisclosure and Total Compliance Management, a component of our ArcDigital offering, along with ArcPro, all contributing to the 27% growth in our recurring compliance software sales.

In addition, our transactional software product Venue achieved another all-time high for quarterly sales and grew 53% year-over-year, largely driven by an increase in M&A deal activity, including de-SPAC transactions, as well as what we once again believe to be market share gains.

As I mentioned earlier, the strength of the capital markets transactional activity accelerated in the third quarter. Coupled with our strong market share, we achieved robust sales growth, with transactional sales increasing 49% from the third quarter of 2020.

The growth in higher margin software solutions and tech-enabled services net sales are proactive pruning of low margin print work, along with the significant impact of permanent cost reductions resulted in record quarterly earnings.

Third quarter non-GAAP adjusted EBITDA was $82.5 million, an increase of over 73% from last year’s third quarter and adjusted EBITDA margin was 33.3%, up 1,060 basis points from the third quarter 2020 adjusted EBITDA margin. As I noted earlier, our trailing four-quarter adjusted EBITDA margin is currently 27.6%.

We achieve record free cash flow in the quarter of $100.4 million, an improvement of $32.8 million from the third quarter of last year. At quarter end, our non-GAAP net debt was lower than last year’s third quarter by $142.9 million, resulting in a non-GAAP net leverage of 0.4 times, 1.1 times lower than the third quarter of 2020.

Subsequent to the end of the quarter we completed the previously announced redemption of our 8.25% Senior Notes. This transaction not only improves our capital structure by providing additional financial flexibility, but it will lower our interest expense resulting in cash savings. Dave will provide more detail on this topic.

Before I share a few closing remarks, I would like to turn the call over to Dave to provide more detail on our third quarter financial results and our outlook for the fourth quarter..

Thank you, Dan, and good morning, everyone. Before I discuss our third quarter financial performance, I’d like to provide an update on the item Dan just mentioned, the redemption of our 8.25% Senior Notes.

On October 15th, the first call date, we completed the redemption of the remaining outstanding notes balance of $233 million at the redemption price of approximately $102. We finance the notes redemption with a combination of proceeds from a $200 million delayed-draw term loan A facility and cash on hand.

For purposes of reporting our third quarter balance sheet, the portion of the repayment not financed by the long-term portion of the loan or approximately $41 million was classified as short-term debt. Following this transaction, our annual interest expense will decrease by approximately $14 million at current interest rates.

As I noted in the past, while this structure subjects our debt to interest rate movements, a rising rate environment would reduce the net liability related to our DFIN benefit pension plans, decreasing the level of required contributions and potentially allow us to annuitize the plans, eliminating altogether our net pension liability and the related future contributions.

Now turning to our third quarter financial performance, after a strong first half of the year, we delivered another quarter of excellent results, highlighted by 18.2% sales growth and record high quarterly non-GAAP adjusted EBITDA, adjusted EBITDA margin and free cash flow.

We extended our strong position in a very active capital markets transactional environment and posted 35.6% growth in our software solution sales, all while continuing to drive operating efficiencies.

On a consolidated basis, net sales for the third quarter of 2021 were $247.7 million, an increase of $38.2 million or 18.2% from the third quarter of 2020. Third quarter 2021 net sales represented the highest third quarter in the company’s history.

Software solutions net sales in the third quarter increased by $18.2 million or 35.6%, primarily due to an acceleration of Virtual Data Room activity in Venue driven by a robust M&A environment. In addition, solid subscription growth in ActiveDisclosure, as well as continued strong client adoption within Arc Suite contributed to strong performance.

Tech-enabled services net sales increased by $37.6 million or 36%, primarily due to increase capital markets transactional and compliance activities.

Printed and distribution revenue decreased by $17.6 million or 32.7%, primarily due to regulatory driven reduction and demand for printed materials within investment companies and less commercial printing, where we have proactively exited certain low margin contracts.

This decline was partially offset by higher print related sales as a result of the increased transactional activity within capital markets.

Third quarter non-GAAP gross margin was 62.4%, approximately 1,600 basis points higher than the third quarter of 2020, primarily driven by a favorable business mix featuring growth in higher margin tech-enabled services and software solution sales, combined with lower overall print volume and the impact of ongoing cost control initiatives.

Non-GAAP SG&A expense in the quarter was $72.1 million, $22.4 million higher than the third quarter of 2020. As a percentage of net sales, non-GAAP SG&A was 29.1%, an increase of approximately 540 basis points from the third quarter of 2020.

The increase in non-GAAP SG&A is primarily due to sales commissions on higher sales, changes in the business mix and higher incentive compensation, partially offset by the impact of ongoing cost control initiatives. Our third quarter non-GAAP adjusted EBITDA was $82.5 million, an increase of $34.9 million or 73.3% from the third quarter of 2020.

Our third quarter non-GAAP adjusted EBITDA margin reached a record high of 33.3%, an increase of approximately 1,060 basis points from the third quarter of 2020, again, primarily driven by a favorable sales mix and ongoing cost control initiatives, partially offset by higher incentive compensation and selling expenses.

Turning now to our third quarter segment results, net sales in our capital market software solutions segment were $48.1 million, an increase of 41.1% from the third quarter of 2020, primarily due to increase Venue Virtual Data Room activity and continued growth in ActiveDisclosure subscriptions.

Venue sales increased approximately 53% from the third quarter of 2020 to reach a record high driven by strong M&A activity, as well as our in-market execution that boosted year-over-year growth and resulted in what we believe to be market share gains.

Recurring compliance products featuring ActiveDisclosure and File 16 also had a solid quarter, posting approximately 30% growth in aggregate. Non-GAAP adjusted EBITDA margin for this segment was 24.3%, a decrease of approximately 90 basis points from the third quarter of 2020.

The decrease in non-GAAP adjusted EBITDA margin was primarily due to higher incentive compensation and selling expenses, partially offset by the increased sales, a favorable sales mix, as well as the impact of operating efficiencies.

Net sales in our Capital Markets Compliance & Communications Management segment were $142.5 million, an increase of 48.3% from the third quarter of 2020, primarily due to robust capital market transactional activity, an acceleration of the trend that began in the third quarter of 2020.

This growth was largely driven by the increased momentum in IPO activity, as well as strong M&A activity, including de-SPAC transactions. Non-GAAP adjusted EBITDA margin for the segment was 50.5%, an increase of approximately 570 basis points from the third quarter of 2020.

The increase in non-GAAP adjusted EBITDA margin was primarily due to the increased sales volume and a favorable sales mix, partially offset by higher selling expense. After an unprecedented level of SPAC IPOs during the first quarter this year, new SPAC formations fell sharply in the second quarter and rebounded modestly in the third quarter.

More importantly, the completed SPAC transactions have created a pipeline of more than 400 new public companies that are actively looking for acquisition targets. We saw evidence of this heightened activity level in the third quarter as the pace of public debuts via de-SPAC mergers accelerated.

Our strong market position in the transactional filing business positions as well to capture a significant portion of future de-SPAC activity, which on average, represents 10 times the value of initial registration transaction.

Additionally, these transactions provide a pipeline for recurring software subscriptions to support our clients’ ongoing compliance requirements.

Net sales in our investment company software solution segment were $21.2 million, an increase of 24.7% from the third quarter of 2020, primarily due to the momentum in ArcDigital, Total Compliance Management offering in the quarter, which continues to stand out as a preferred digital alternative for investment companies as they continue to transition away from print.

In addition, growth in ArcPro related to new subscription activity and organic growth from existing clients also fueled the growth in this segment. Non-GAAP adjusted EBITDA margin for the segment was 20.3%, a decrease of approximately 560 basis points from the third quarter of 2020.

The decrease in non-GAAP adjusted EBITDA margin was primarily due to higher incentive compensation expense and increase allocations of overhead expense, partially offset by an increase in gross profit margin and the impact of ongoing cost control initiatives.

Net sales in our investment companies Compliance & Communications Management segment were $35.9 million, a decrease of $26.4 million or 42.4% from the third quarter of 2020, due to the impact of regulatory change in investment companies affecting print-related sales and a reduction of commercial printing sales related to contracts we have proactively exited.

Non-GAAP adjusted EBITDA margin for the segment was 9.7%, approximately 650 basis points higher than the third quarter of 2020.

The increase in non-GAAP adjusted EBITDA margin was primarily due to reduction in overall expense within the segment, primarily due to cost savings as a result of consolidation of our print platform and a lower allocation of overhead costs, which are now being absorbed by our three other operating segments, as a lower activity level in this segment results in a reduced need for such shared resources.

We remain on track to shift 85% to 95% of our print needs to our third-party vendor network by year end 2021, which will allow us to variablize the cost structure for the majority of our print production. We will continue to operate our own digital-only platform to meet the demand for higher value quick turn requirements.

Regarding the regulatory change that will continue to reduce demand for print in the segment, we continue to expect an overall reduction in print-related net sales of approximately $130 million to $140 million and a reduction in non-GAAP adjusted EBITDA of approximately $5 million to $10 million related to the regulatory change, with the vast majority impacting 2021.

We now expect 2021 reductions to net sales and adjusted EBITDA to be approximately $110 million and $5 million, respectively, with the remaining net sales and EBITDA impact of $30 million and $3 million, respectively, to occur in 2022. To be clear, the aggregate expected impacts are in line with previous guidance.

Non-GAAP unallocated corporate expenses were $8.9 million, a decrease of $1.6 million from the third quarter of last year. The decrease in unallocated corporate cost was primarily due to lower third-party expenses, partially offset by increase incentive compensation driven by the strong performance.

Free cash flow in the quarter was $100.4 million, a quarterly record, representing an improvement of $32.8 million from the third quarter of last year. The improvement in free cash flow was primarily due to flow-through of higher adjusted EBITDA, partially offset by increased capital expenditures.

We ended the third quarter with $231 million of total debt and $108.1 million of non-GAAP net debt. Our net available liquidity at the end of the third quarter was $420.6 million, which was comprised of $297.7 million of availability on a revolver and $122.9 million of cash on hand.

As of September 30, 2021, our non-GAAP net leverage ratio was 0.4 times, down 1.1 times from the third quarter of last year. The company repurchased approximately 238,000 shares of common stock during the quarter for $8.2 million at an average price of $34.37 per share.

As of September 30th, we had approximately $31.4 million remaining on our $50 million stock repurchase authorization. As it relates to the fourth quarter, transactional activity in capital markets remained robust throughout October.

Regarding our outlook for the fourth quarter, we are expecting consolidated net sales to be in the range of $215 million to $225 million, up approximately $10 million or 5% year-over-year at the midpoint due to the continued growth in our software products, as well as the ongoing strength in the capital markets transactional environment, albeit against much tougher comps, as last year’s fourth quarter transactional activity was also robust.

This growth will be partially offset by the planned reduction in print and distribution sales. We remain bullish on the near-term outlook for our software solution sales, as well as on the capital markets transactional activity.

From a profitability perspective in the fourth quarter, we expect a non-GAAP adjusted EBITDA margin in the low-to-mid 20% range and representing the 10th consecutive quarter of year-over-year margin improvement. With that, I’ll now pass it back to Dan..

Thanks, Dave. Over the course of the last five years through the dedication and hard work of our DFIN associates, we have made significant progress in transforming our business from a financial printer to a leading provider of innovative software and technology-enabled financial, regulatory and compliance solutions.

It represents fundamental change in how we operate to reach this point, and through that process, we become a more focused, predictable and profitable company. The best news is the work and opportunity ahead exceeds what’s behind us to deliver increasing value to our clients, employees and shareholders.

For the next phase of our journey, we remain focused on accelerating software innovation, increasing adoption and consumption of our software and service offerings, and operating with speed and efficiency. Our latest results are a testament to the scale and pace of our transformation.

We have achieved five consecutive quarters of year-over-year sales growth, despite significant regulatory-driven reductions in print sales and record quarterly adjusted EBITDA, adjusted EBITDA margin and free cash flow.

We are tracking ahead of our long-term targets and we are on our way to achieve the 44 in 24 strategy, including the associated financial profile. Before I wrap up, let me say a few words on our recent announcements on several strategic partnerships.

As we operate in an increasingly connected and dynamic marketplace, we recognize the importance and benefit of partners whose offerings can supplement or extend our own product and go-to-market capabilities.

In that regard, we are in the early days of creating a partner ecosystem, which in many ways can enhance the level of service, productivity and convenience to our clients, and in so doing contribute to our recurring revenue growth.

In the third quarter, we announced partnerships with Diligent Corporation, the leader in global SaaS governance and with payables automation solutions provider, Tipalti.

These relationships will allow us to engage the pre-IPO clients earlier and partner with them on a host of IPO readiness activities, while introducing them to our portfolio of regulatory and compliance software products earlier in the purchase cycle.

As I mentioned, we are in the early days of creating a partner ecosystem and we look forward to benefiting from those partnerships. In closing, we are excited about our very strong third quarter and year-to-date results and remain keenly focused on executing against the 44 in 24 strategy.

Before we open it up for Q&A, I’d like to thank the DFIN employees around the world who have been working tirelessly to develop new products, maintain our operations and ensure our clients continue to receive the highest quality service without disruption. Stay healthy and safe. Now, with that, Operator, we’re ready for questions..

Your first question comes from the line of Peter Heckmann of D.A. Davidson. Your line is open..

Hi, Dan. This is John on for Pete.

Just wanted to ask a quick question, can you guys provide a little more detail on the revenue from de-SPAC activity and how they compare to last year?.

Yeah. John, so we don’t break that out separately as -- it’s just part of our overall M&A, and obviously, the bigger transactional category. I think if you looked on the Investor site, we do show a more detailed breakout of the revenue within capital markets, of which the transactional comparison is posted there..

Got it. Got it.

And then just given the number of moving parts, can you guys provide any just preliminary thoughts on topline growth in 2022?.

Yeah. We haven’t finished the planning cycle yet and we will give guidance on 2022, at least what we’ve done historically for the early part of the year on the fourth quarter call and so look forward to talking about that in February..

Okay. Got it. Got it.

Just squeezing in one last one, just any update on competitive dynamics in the Virtual Data Room space?.

Yeah. There’s -- as we’ve said in our prepared comments. Thanks for the question, first of all. But we have visibility into some of the competitors. We feel very good with our performance.

If we look at the performance year-to-date, our sales are up in that 45% year-to-date and it’s been increasing going back to essentially the second quarter last year we’ve had just successive increases and ramping up to this quarter of up 53%.

We have don’t have great visibility into all participants, but feel pretty good that our product is fantastic, the security components of it really strong. It resonates with clients, the eBrevia connection is very helpful and we feel like that’s being recognized in the marketplace..

Got it. Thanks so much..

Thank you..

Your next question comes from the line of Charles Strauzer of CJS Securities. Your line is open..

Good morning..

Good morning, Charles..

So, obviously, a very strong quarter, the transactional, sounds like it was really off the charts here and just looking at your Q4 guidance, it looks like, maybe a tad conservative, just given the trends we’re seeing right now in the capital markets with kind of the ongoing IPO market, M&A, you mentioned, de-SPACking and we’ve got 400 plus companies looking for targets? Talk a little bit more about your Q4 guidance there and what could cause that to be a higher number?.

Yeah. Great, Charlie. I have some comments on the guidance for Q4 and then, Craig Clay will add some color here. So we did in fact -- as we said in our prepared remarks, see the robust activity continue through October.

If you rewind back to August, when we were doing the second quarter call, we made similar comments about what we saw at the start Q3 in July, and obviously, that ramped up throughout the quarter.

It still remains the part where we have the least amount of visibility, and I would say that, you’re right, to the extent that the activity remains at the levels that we’ve seen in October, we certainly have a chance to outperform that guidance, but given the limited visibility, the timing of these transactions, we’re hedging against that a little bit.

Are you there?.

So, David, I think to build on that, October looks to be more of the same and regardless of the market, we’re going to look to outperform that. You look at just the numbers mentioned in the remarks over 400 SPACs that are searching for their business combinations. There’s 300 SPACs that are in registration and over 120 SPACs pending their de-SPAC.

So Q3 saw an increase over Q2. It’s still far off of Q1. There’s certainly reasons for caution, the recent lackluster aftermarket performance of SPACs, both pre- and post-acquisition could cause downward pressure.

But one of the real stories here is this backwards IPO, the SPAC is creating an ecosystem, that’s increasing public companies and it perfectly aligns with our value position that Dan described. We’re supporting our working groups with software and managed services. They’re using active disclosure. They’re using Venue for the pipe.

They’re using Venue as the SPACs target. Looking for someone to acquire, as Dan said, powered by artificial intelligence, DFIN is then supporting the de-SPAC a much more complicated deal and then we have contracted new recurring revenue with that new public company using ActiveDisclosure for their formal compliance reporting.

So, the market wants what we’ve built, we’re going to be ready for any market and we’re excited for Q4..

That’s really helpful.

And it actually is a great segue into my next with regarding the de-SPACking and what do you think you’re kind of uptake is from SPACs that you’ve handled the IPO for, through the de-SPAC process now, are you seeing very high uptake rates from those companies?.

When you say uptake, your clarification of, do they find a target or are they using us going forward? Just maybe expand on that question..

Yeah.

Just saying, if you did the IPO for the SPAC and now that de-SPACking, are you handling the percentage of companies that are actually used -- continuing to use you as the de-SPAC provider, so to speak?.

Correct. Got it. Yes. So we are handling the SPAC. The SPAC typically is a much smaller document..

Right..

It then is leading to the de-SPAC, which can be much more complicated acquisition, right? And our share -- a follow on share is extremely strong.

What we’re also finding is that, in deals that we did not do this SPAC, we have a real opportunity, because often the de-SPAC happening the times been cut a lot from years to months and weeks, we’re often finding those deals become extremely complicated and they’re upgrading and changing they’re working group, their deal team and that’s very advantageous to us.

So we’re picking up de-SPAC or SPAC that we did not initially do..

Great. That’s very helpful. Thank you. And….

Yeah. And the only thing I’d add….

Okay..

Yeah. Sorry. Sorry. The only thing I’d add to that is, that -- when we look at ActiveDisclosure and the new ActiveDisclosure and the IPO market, the de-SPACs, et cetera, and to Craig’s point, the high attach rate, there’s also a very high attach rate into the compliance area.

And so, we’re able to take that client through the process and continue on with them serving them the ActiveDisclosure..

Great. That’s excellent.

Thank you and thank you, again, for the putting the kind of more information in those tables, I haven’t had a chance to really look through it, obviously, during the call here yet, but maybe you can talk a little bit more about kind of the incremental EBITDA margin benefit you saw in Q3 from your transactional, tried to give us a better sense of how to think about that kind of core recurring revenue as well and how we should think about modeling out the Q4 guide by segment as well? Thank you very much..

Yeah. Charlie and I think when you think about incremental revenue, just to clarify, it’s not all the transactional that’s driving it. I think when you look at the growth we’ve seen on the software solutions, we get excellent incremental margin there.

I think when you look at, as well as the print platform and the reduction in print revenue, just the overall mix between increased transactional, increased software and less print, it’s kind of the perfect storm to build the higher margin.

One of the things I want to comment too is, if you look at, some of the software segments from a fully-loaded margin on a year-over-year basis, we made the comments in our prepared remarks that, from an allocation perspective, some of the shared cost, just given the decline in GIC Compliance & Communications Management, some of those shared costs now get pushed to the software segments.

I think when you look at their margin, in addition to the higher amount of shared costs that they’re absorbing the extra incentive compensation based on total company performance and some of the investments we’re making on the technology side, impacting those margins negatively, but, overall, very happy with what we’ll get on an incremental basis.

And then, I think, when you look ahead on the margins by segment, a lot of that will depend.

I think, when you look at the software segments, we think, probably, in line maybe a little bit better than what we’re reporting here in Q3 and then on the Capital Markets Compliance & Communications Management segment, a lot of that will just be driven by the amount of transactional activity that ends up going through..

Great. That’s very helpful. Thank you, guys..

Yeah. Thanks, Charlie..

Thank you..

Okay. With no more questions, we will see you in February for the Q4 call. Thank you..

This concludes today’s call. You may now disconnect..