Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 32,691,551 | ||
Entity Public Float | $ 966.9 | ||
Title of 12(b) Security | Common Stock (Par Value $0.01) | ||
Security Exchange Name | NYSE | ||
Entity File Number | 1-37728 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-4829638 | ||
Entity Address, Address Line One | 35 West Wacker Drive | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60601 | ||
City Area Code | 800 | ||
Local Phone Number | 823-5304 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement related to its annual meeting of stockholders scheduled to be held on May 18, 2022 are incorporated by reference into Part III of this Form 10-K. | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Chicago, Illinois | ||
Auditor Firm ID | 34 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Total net sales | $ 993.3 | $ 894.5 | $ 874.7 | |
Total cost of sales | [1] | 413.1 | 496 | 542.4 |
Selling, general and administrative expenses | [1] | 307.7 | 264.8 | 205.8 |
Depreciation and amortization | 40.3 | 50.9 | 49.6 | |
Restructuring, impairment and other charges, net | 13.6 | 79.2 | 13.6 | |
Other operating income, net | (0.7) | 0 | (15.2) | |
Income from operations | 219.3 | 3.6 | 78.5 | |
Interest expense, net | 26.6 | 22.8 | 38.1 | |
Investment and other income, net | (5.1) | (1.7) | (11.7) | |
Earnings (loss) before income taxes | 197.8 | (17.5) | 52.1 | |
Income tax expense | 51.9 | 8.4 | 14.5 | |
Net earnings (loss) | $ 145.9 | $ (25.9) | $ 37.6 | |
Net earnings (loss) per share: | ||||
Basic | $ 4.36 | $ (0.76) | $ 1.10 | |
Diluted | $ 4.14 | $ (0.76) | $ 1.10 | |
Weighted-average number of common shares outstanding: | ||||
Basic | 33.5 | 33.9 | 34.1 | |
Diluted | 35.2 | 33.9 | 34.3 | |
Tech-enabled Services | ||||
Total net sales | $ 519.5 | $ 409.2 | $ 364.7 | |
Total cost of sales | 162.3 | 176.1 | 183 | |
Software Solutions | ||||
Total net sales | 270 | 200.2 | 189.3 | |
Total cost of sales | 105.3 | 93.9 | 101.8 | |
Print and Distribution | ||||
Total net sales | 203.8 | 285.1 | 320.7 | |
Total cost of sales | $ 145.5 | $ 226 | $ 257.6 | |
[1] | Exclusive of depreciation and amortization |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 145.9 | $ (25.9) | $ 37.6 |
Other comprehensive income (loss), net of tax: | |||
Translation adjustments | (0.7) | 0.5 | 3 |
Adjustment for net periodic pension and other postretirement benefits plans | 3.2 | 3.3 | (4.9) |
Other comprehensive income (loss), net of tax | 2.5 | 3.8 | (1.9) |
Comprehensive income (loss) | $ 148.4 | $ (22.1) | $ 35.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
ASSETS | |||
Cash and cash equivalents | $ 54.5 | $ 73.6 | |
Receivables, less allowances for expected losses of $12.7 in 2021 (2020 - $10.5) | 199.1 | 173.5 | |
Inventories | 5.6 | 4.9 | |
Prepaid expenses and other current assets | 17.9 | 9.7 | |
Assets held for sale | 2.6 | 5.5 | |
Total current assets | 279.7 | 267.2 | |
Property, plant and equipment, net | 18.7 | 12 | |
Operating lease right-of-use assets | 42.6 | 52.5 | |
Software, net | 63.7 | 51.2 | |
Goodwill | 410 | 409.9 | |
Other intangible assets, net | 8.7 | 9.8 | |
Deferred income taxes, net | 31.7 | 34 | |
Other noncurrent assets | 28.2 | 29 | |
Total assets | [1] | 883.3 | 865.6 |
LIABILITIES | |||
Accounts payable | 36.3 | 54.2 | |
Operating lease liabilities | 17.9 | 19.7 | |
Accrued liabilities | 207.2 | 164.6 | |
Total current liabilities | 261.4 | 238.5 | |
Long-term debt | 124 | 230.5 | |
Deferred compensation liabilities | 19.8 | 20.8 | |
Pension and other postretirement benefits plan liabilities | 40.6 | 51 | |
Noncurrent operating lease liabilities | 39.4 | 51 | |
Other noncurrent liabilities | 21.1 | 26 | |
Total liabilities | 506.3 | 617.8 | |
Commitments and Contingencies (Note 8) | |||
EQUITY | |||
Preferred stock, $0.01 par value Authorized: 1.0 shares; Issued: None | 0 | 0 | |
Common stock, $0.01 par value Authorized: 65.0 shares; Issued and Outstanding: 35.9 shares and 33.0 shares in 2021 (2020 - 34.9 shares and 33.3 shares) | 0.4 | 0.3 | |
Treasury stock, at cost: 2.9 shares in 2021 (2020 - 1.6 shares) | (57.1) | (16) | |
Additional paid-in capital | 260.6 | 238.8 | |
Retained earnings | 251.4 | 105.5 | |
Accumulated other comprehensive loss | (78.3) | (80.8) | |
Total equity | 377 | 247.8 | |
Total liabilities and equity | $ 883.3 | $ 865.6 | |
[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. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Receivables, allowance for doubtful accounts | [1] | $ 12.7 | $ 10.5 |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, authorized | 1,000,000 | 1,000,000 | |
Preferred stock, Issued | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, Authorized | 65,000,000 | 65,000,000 | |
Common stock, Issued | 35,900,000 | 34,900,000 | |
Common stock, Outstanding | 33,000,000 | 33,300,000 | |
Treasury stock, Shares | 2,900,000 | 1,600,000 | |
[1] | As of December 31, 2021, the CECL reserve balance is comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2020, the CECL reserve balance is comprised of a $ 10.1 million provision for accounts receivable and a $ 0.4 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $ 7.7 million allowance for doubtful accounts. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net earnings (loss) | $ 145.9 | $ (25.9) | $ 37.6 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 40.3 | 50.9 | 49.6 |
Provision for expected losses on accounts receivable | 2.8 | 3.8 | 3.2 |
Impairment charges | 9.2 | 60.6 | 3 |
Share-based compensation | 19.5 | 13.6 | 8.9 |
Non-cash loss (gain) on debt extinguishments | 2.6 | (2.3) | 4.1 |
Deferred income taxes | (0.3) | (26.4) | 2.5 |
Net pension plan (income) expense | (4.2) | (2) | 1.8 |
Gain on equity investments, net | (0.4) | 0 | (13.6) |
Net gain on sale of building, machinery and equipment | (0.7) | 0 | (19.2) |
Net loss on disposition of Language Solutions business | 0 | 0 | 4 |
Amortization of right-of-use assets | 17.3 | 23.3 | 22.1 |
Other | 1.9 | 1.1 | 3.1 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (28.8) | (14.8) | 8.7 |
Inventories | (0.8) | 6.2 | 1 |
Prepaid expenses and other current assets | (5.4) | 2.2 | 2.6 |
Accounts payable | (19.8) | (4.4) | (13.6) |
Income taxes payable and receivable | (13.5) | 12.3 | (13) |
Accrued liabilities and other | 36.6 | 79.3 | (13.5) |
Operating Lease liabilities | (20.8) | (22.2) | (23.8) |
Pension and other postretirement benefits plan contributions | (1.4) | (1.1) | (1) |
Net cash provided by operating activities | 180 | 154.2 | 54.5 |
INVESTING ACTIVITIES | |||
Capital expenditures | (42.3) | (31.1) | (44.8) |
Proceeds from sale of building, machinery and equipment | 0.9 | 0 | 30.6 |
Acquisitions, net of cash acquired | (3.6) | 0 | (4.5) |
Purchase of investments | 0 | (1.2) | (2.3) |
Proceeds from sale of investment | 0 | 12.8 | 12.8 |
Payments for disposition of Language Solutions business | 0 | 0 | (4) |
Other investing activities | 0 | (0.3) | 0 |
Net cash used in investing activities | (45) | (19.8) | (12.2) |
FINANCING ACTIVITIES | |||
Revolving facility borrowings | 278 | 369 | 515.5 |
Payments on revolving facility borrowings | (278) | (369) | (515.5) |
Proceeds from issuance of long-term debt | 200 | 0 | 0 |
Payments on long-term debt | (312.8) | (63.8) | (72.5) |
Debt issuance costs | (2.8) | 0 | (0.2) |
Treasury share repurchases | (40.9) | (11.8) | (1.8) |
Proceeds from exercise of stock options | 2.3 | 0 | 0 |
Finance lease payments | (0.8) | 0 | 0 |
Other financing activities | 0.1 | (1.9) | 0 |
Net cash used in financing activities | (154.9) | (77.5) | (74.5) |
Effect of exchange rate on cash and cash equivalents | 0.8 | (0.5) | 2.1 |
Net (decrease) increase in cash and cash equivalents | (19.1) | 56.4 | (30.1) |
Cash and cash equivalents at beginning of year | 73.6 | 17.2 | 47.3 |
Cash and cash equivalents at end of period | 54.5 | 73.6 | 17.2 |
Supplemental cash flow information: | |||
Income taxes paid (net of refunds) | 65 | 21.7 | 25 |
Interest paid | 21.8 | 24.5 | 31.9 |
Non-cash investing activities: | |||
Other investing activities | 0 | 0.7 | 0 |
Conversion of note receivable to equity of investee | $ 0 | $ (1) | $ 0 |
Consolidated Statements of Equi
Consolidated Statements of Equity - 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, 2018 | $ 226 | $ 0.3 | $ (2.4) | $ 216.5 | $ 94.3 | $ (82.7) | ||
Balance (in shares) at Dec. 31, 2018 | 34.2 | 0.1 | ||||||
Net (loss) earnings | 37.6 | $ 0 | $ 0 | 0 | 37.6 | 0 | ||
Other comprehensive income (loss) | (1.9) | 0 | 0 | 0 | 0 | (1.9) | ||
Adoption of ASU 2016-13 | Adoption of ASU 2016-13 | [1] | 0 | ||||||
Share-based compensation | 8.9 | 0 | 0 | 8.9 | 0 | 0 | ||
Issuance of share-based awards, net of withholdings and other | (2) | $ 0 | $ (1.8) | (0.2) | 0 | 0 | ||
Issuance of share-based awards, net of withholdings and other (in shares) | 0.3 | 0.2 | ||||||
Balance at Dec. 31, 2019 | 268.6 | $ 0.3 | $ (4.2) | 225.2 | 131.9 | (84.6) | ||
Balance (in shares) at Dec. 31, 2019 | 34.5 | 0.3 | ||||||
Net (loss) earnings | (25.9) | $ 0 | $ 0 | 0 | (25.9) | 0 | ||
Other comprehensive income (loss) | 3.8 | 0 | 0 | 0 | 3.8 | |||
Adoption of ASU 2016-13 | Adoption of ASU 2016-13 | (0.5) | [1] | 0 | 0 | 0 | (0.5) | 0 | |
Share-based compensation | 13.6 | 0 | 0 | 13.6 | 0 | 0 | ||
Common stock repurchases | (10.3) | $ 0 | $ (10.3) | 0 | 0 | 0 | ||
Common stock repurchases, shares | 0 | 1.1 | ||||||
Issuance of share-based awards, net of withholdings and other | (1.5) | $ 0 | $ (1.5) | 0 | 0 | 0 | ||
Issuance of share-based awards, net of withholdings and other (in shares) | 0.4 | 0.2 | ||||||
Balance at Dec. 31, 2020 | $ 247.8 | $ 0.3 | $ (16) | 238.8 | 105.5 | (80.8) | ||
Balance (in shares) at Dec. 31, 2020 | 34.9 | 34.9 | 1.6 | |||||
Net (loss) earnings | $ 145.9 | $ 0 | $ 0 | 0 | 145.9 | 0 | ||
Other comprehensive income (loss) | 2.5 | 0 | 0 | 0 | 0 | 2.5 | ||
Adoption of ASU 2016-13 | Adoption of ASU 2016-13 | [1] | 0 | ||||||
Share-based compensation | 19.5 | 0 | 0 | 19.5 | 0 | 0 | ||
Common stock repurchases | (32.4) | $ 0 | $ (32.4) | 0 | 0 | 0 | ||
Common stock repurchases, shares | 0 | 1 | ||||||
Issuance of share-based awards, net of withholdings and other | (6.3) | $ 0.1 | $ (8.7) | 2.3 | 0 | 0 | ||
Issuance of share-based awards, net of withholdings and other (in shares) | 1 | 0.3 | ||||||
Balance at Dec. 31, 2021 | $ 377 | $ 0.4 | $ (57.1) | $ 260.6 | $ 251.4 | $ (78.3) | ||
Balance (in shares) at Dec. 31, 2021 | 35.9 | 35.9 | 2.9 | |||||
[1] | On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | Note 1. Overview, Basis of Presentation and Significant Accounting Policies Description of Business Donnelley Financial Solutions, Inc. and subsidiaries (“DFIN” or the “Company”) 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 stockholders. 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 stockholders; 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. Segments The Company’s four operating and reportable segments are: Capital Markets – Software Solutions (“CM-SS”), Capital Markets – Compliance and Communications Management (“CM-CCM”), Investment Companies – Software Solutions (“IC-SS”) and Investment Companies – Compliance and Communications Management (“IC-CCM”). Corporate is not an operating segment and consists primarily of unallocated selling, general and administrative (“SG&A”) activities and associated expenses. See Note 15, Segment Information , for additional information. Basis of Presentation The 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”) and in accordance with the rules and regulations of the SEC. All intercompany transactions have been eliminated in consolidation. Significant Accounting Policies Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes thereto. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for expected losses on accounts receivable, pension, goodwill and other intangible assets, asset valuations and useful lives, income taxes and other provisions and contingencies. Foreign Operations —Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net earnings. Deferred taxes are not provided on cumulative foreign currency translation adjustments when the Company expects foreign earnings to be indefinitely reinvested. Fair Value Measurements— Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its pension plan assets on a recurring basis. See Note 7, Retirement Plans , for the fair value of the Company’s pension plan assets as of December 31, 2021. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is as follows: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. Revenue Recognition — The Company manages highly-customized data and materials to enable filings on behalf of its customers with the SEC related to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended (the "Investment Company Act") as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company also manages virtual data rooms and provides digital document creation, online content management and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs. 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 offerings include the Venue® Virtual Data Room (“Venue”), the Arc Suite software platform ("Arc Suite"), ActiveDisclosure®, eBrevia, and data and analytics, among others. The Company’s tech-enabled services offerings consist of document composition, compliance-related EDGAR filing services and transaction solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping. Refer to Note 2, Revenue , for a discussion of the Company’s revenue recognition. Cash and cash equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term securities consist of investment grade instruments of governments, financial institutions and corporations. Receivables — Receivables are stated net of expected losses and primarily include trade receivables as well as miscellaneous receivables from suppliers. The Company’s credit loss reserves primarily relate to trade receivables, unbilled receivables and contract assets. The Company established the provision at differing rates, which are region or country-specific, and are based upon the age of the trade receivable, the Company’s historical collection experience in each region or country and lines of business, where appropriate. Provisions for unbilled receivables and contract assets are established based on rates which management believes to be appropriate considering its historical experience. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. No single customer comprised more than 10% of net sales for the years ended December 31, 2021, 2020 or 2019. Allowance for Expected Losses — Transactions affecting the current expected credit loss ("CECL") reserve and the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 10.5 $ 7.7 $ 7.9 Adoption of ASU 2016-13 (a) — 0.5 — Provisions charged to expense 2.8 3.8 3.2 Write-offs, reclassifications and other ( 0.6 ) ( 1.5 ) ( 3.4 ) Balance, end of year (b) $ 12.7 $ 10.5 $ 7.7 __________ (a) On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. (b) As of December 31, 2021, the CECL reserve balance is comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2020, the CECL reserve balance is comprised of a $ 10.1 million provision for accounts receivable and a $ 0.4 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $ 7.7 million allowance for doubtful accounts. Inventories — Inventories include material, labor and factory overhead and are stated at the lower of cost or market, net of excess and obsolescence reserves for raw materials. Provisions for excess and obsolete inventories are made at differing rates, utilizing historical data and current economic trends, based upon the age and type of the inventory or based on specific identification of inventories that will not be utilized in production or sold. Inventory is valued using the First-In, First-Out (“FIFO”) method. The components of the Company’s inventories at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Raw materials and manufacturing supplies $ 2.8 $ 2.5 Work in process 2.8 2.4 Total $ 5.6 $ 4.9 Prepaid Expenses — Prepaid expenses as of December 31, 2021 and 2020 were $ 11.0 million and $ 7.2 million, respectively. Long-Lived Assets — The Company assesses potential impairments to its long-lived assets, including long-lived intangible assets, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Long-lived assets, other than goodwill, are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. Property, plant and equipment and Sale of Real Estate — Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives range from 5 to 40 years for buildings, the lesser of 7 years or the lease term for leasehold improvements and from 3 to 13 years for machinery and equipment. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When property, plant or equipment is retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. The components of the Company’s property, plant and equipment at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Land $ 0.3 $ 0.3 Buildings 20.8 24.1 Machinery and equipment 68.5 98.4 89.6 122.8 Less: Accumulated depreciation ( 70.9 ) ( 110.8 ) Total $ 18.7 $ 12.0 During the year ended December 31, 2021, as a result of the completion of certain restructuring activities, as further described in Note 6, Restructuring, Impairment and Other Charges , the Company wrote off certain fully depreciated buildings, machinery and equipment as well as associated accumulated depreciation. During the years ended December 31, 2021, 2020 and 2019 depreciation expense was $ 6.4 million, $ 8.1 million and $ 7.7 million, respectively. On September 27, 2019, the Company entered into a sale-leaseback agreement in which it sold a building and land at fair market value for proceeds of $ 30.6 million, and entered into an operating lease of the property through September 2029 with the option to terminate after three years . The Company recorded a net gain of $ 19.2 million on the sale of the property for the year ended December 31, 2019, which is reflected in other operating income, net in the audited Consolidated Statements of Operations and is included within the IC-CCM segment. Assets Held for Sale —As of December 31, 2021 and 2020, the Company had land and land with an office building held for sale with a carrying value of $ 2.6 million and $ 5.5 million, respectively. On August 20, 2021, the Company entered into an agreement to sell the land for $ 12.9 million, which includes consideration for the Company completing the demolition of an office building located on the property. 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 this sale will be completed. As a result of the demolition of the building, the Company recorded a non-cash impairment charge of $ 2.8 million for the remaining carrying value of the building during the year ended December 31, 2021 . The impairment charge was recorded in restructuring, impairment and other charges, net in the audited Consolidated Statement of Operations in the CM-CCM segment. Software — The Company incurs costs to develop software applications for internal-use. These costs include both direct costs from third-party vendors and eligible salaries and payroll-related costs of employees. The Company capitalizes costs associated with internal-use software when management with the relevant authority authorizes and commits to the funding of the software project and it is probable that the project will be completed and the software will be used to perform the functions intended. Costs associated with upgrades and enhancements are capitalized only if such modifications result in additional functionality of the software, whereas costs incurred for preliminary project stage activities, training, project management and maintenance are expensed as incurred. 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 $ 32.8 million, $ 30.4 million and $ 27.6 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Investments —The carrying value of the Company’s investments in equity securities was $ 8.0 million and $ 13.4 million as of December 31, 2021 and 2020, 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 following table summarizes realized and unrealized gains on equity securities recorded in investment and other income, net in the audited Consolidated Statement of Operations for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on equity securities $ 0.4 $ — $ 13.6 Less: net gain recognized on equity securities sold — — ( 6.8 ) Unrealized net gain recognized on equity securities still held at the reporting date $ 0.4 $ — $ 6.8 The Company performs an assessment on a quarterly basis to assess whether triggering events for impairment exist and to identify any observable price changes. In the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $ 5.9 million related to an investment in equity securities. The remaining carrying value of the investment as of December 31, 2021 was $ 5.1 million. Future changes in the estimated fair value could result in further impairment charges. During the year ended December 31, 2021 , the Company recorded a net unrealized gain of $ 0.4 million resulting from observable price changes in orderly transactions for the identical or similar investments. In the fourth quarter of 2019, the Company recorded a non-cash impairment charge of $ 2.0 million to impair the entire balance of an investment in equity securities. These non-cash impairment charges are included in restructuring, impairment and other charges, net in the audited Consolidated Statements of Operations. During the year ended December 31, 2019, the Company sold 50 % of its holdings of an investment and received proceeds of $ 12.8 million. The Company remeasured its remaining investment in the security and recorded an unrecognized gain of $ 6.8 million. In the second quarter of 2020, the Company sold the remaining 50 % of its investment and received proceeds of $ 12.8 million, which approximated the carrying value of the investment. Goodwill and Other Intangible Assets — Goodwill is either assigned to a specific reporting unit or, in certain circumstances, allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is reviewed for impairment annually as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. The Company also performs an interim review for indicators of impairment at each quarter-end to assess whether an interim impairment review is required for any reporting unit. For certain reporting units, the Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing this qualitative analysis, the Company considers various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the years ended December 31, 2021 and 2020, each of the reporting units with goodwill was reviewed for impairment using either a qualitative or a quantitative assessment. For reporting units where the Company utilized a qualitative method, the Company considered various factors, as described above, and concluded that it is more likely than not that the fair value of the reporting unit is greater than its carrying value and therefore there is no impairment. For reporting units where the Company utilized a quantitative method, the Company compared each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying amount. If the carrying amount exceeded the reporting unit’s fair value, the Company recognized an impairment loss for the amount by which the carrying amount exceeded the fair value. The quantitative assessment as of October 31, 2021 resulted in no impairment. The quantitative assessment of goodwill impairment as of October 31, 2020, resulted in a $ 40.6 million impairment of goodwill for the IC-CCM reporting unit. No other reporting units were impaired. See Note 6, Restructuring, Impairment and Other Charges , for further discussion of the impairment. Other long-lived intangible assets are recognized separately from goodwill and are amortized on a straight-line basis over their estimated useful lives. See Note 4, Goodwill and Other Intangible Assets , for further discussion of other intangible assets and the related amortization expense. Share-Based Compensation — The Company recognizes share-based compensation expense based on estimated fair values for all share-based awards made to employees and directors, including non-qualified stock options (“stock options”), restricted stock units (“RSUs”), performance-based restricted stock (“PBRS”) and performance share units (“PSUs”). Share-based compensation expense is recognized on straight-line or graded basis, depending on the type of an award. Certain of the Company’s awards vest on an annual basis whereas others cliff vest. See Note 12, Share-based Compensation , for further discussion. Pension and Other Post-Retirement Benefit Plans — DFIN engages outside actuaries to assist in the determination of the obligations and costs under these plans, which were frozen to new participants effective December 31, 2011. The annual income and expense amounts relating to the pension and other postretirement benefit plans are based on calculations which include various actuarial assumptions including mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effects of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. Refer to Note 7, Retirement Plans , for further discussion. Income Taxes — Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company maintains an income taxes payable or receivable account in each jurisdiction. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. The Company is regularly audited by foreign and domestic tax authorities. These audits occasionally result in proposed assessments where the ultimate resolution might result in the Company owing additional taxes, including in some cases, penalties and interest. The Company recognizes a tax position in its financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Although management believes that its estimates are reasonable, the final outcome of uncertain tax positions may be materially different from that which is reflected in the Company’s audited Consolidated Financial Statements. The Company adjusts such reserves upon changes in circumstances that would cause a change to the estimate of the ultimate liability, upon effective settlement or upon the expiration of the statute of limitations, in the period in which such event occurs. See Note 9, Income Taxes , for further discussion. Commitments and Contingencies — The Company is subject to lawsuits, investigations and other claims and can be involved in various legal, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business, including those noted in Note 8, Commitments and Contingencies . The Company routinely reviews the status of each significant matter and assesses the potential financial exposure. A liability is recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. When there is a range of possible losses with equal likelihood, a liability is recorded based on the low end of such range. Because of uncertainties related to these and other matters, accruals are based on the best information available at the time. The amount of such reserves may change in the future due to new developments or changes in approach, such as a change in settlement strategy. The inherent uncertainty related to the outcome of these matters can result in amounts materially different from the amounts accrued in the Company’s audited Consolidated Financial Statements. 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. Severance benefits are provided to employees primarily under the Company’s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be separated and entitled to benefits at amounts that can be reasonably estimated. In some instances, the Company enhances its ongoing termination benefits with one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are recognized when employees are notified of their enhanced termination benefits . See Note 6, Restructuring, Impairment and Other Charges , for further discussion. Accrued Liabilities — The components of the Company’s accrued liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Accrued sales commissions $ 66.5 $ 39.0 Accrued incentive compensation 61.2 39.7 Customer-related liabilities 36.8 23.4 Other employee-related liabilities 23.8 19.7 Other 18.9 42.8 Accrued liabilities $ 207.2 $ 164.6 Other employee-related liabilities consists primarily of employee benefit and payroll accruals. Customer-related liabilities consists primarily of deferred revenue, progress billings and volume discount accruals. Other accrued liabilities includes miscellaneous operating accruals, restructuring liabilities, interest liabilities and other tax liabilities. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which modifies ASC 740, Income Taxes, to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the standard prospectively on January 1, 2021. The adoption of this standard did not have a material impact on the Company's audited Consolidated Financial Statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08"), which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers ("Topic 606"), 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. Adoption of this standard is not expected to have a material impact on the Company's audited Consolidated Financial Statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue Revenue Recognition As further described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies , the Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs 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 and data and analytics, 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 outlined below. Over time The Company recognizes revenue for certain services over time. • The Company’s software solutions, including Venue, Arc Suite, ActiveDisclosure, data and analytics and others, are generally provided on a subscription basis and allow customers access to use software over the contract period. As a result, software solutions revenue is predominantly recognized over time as the customer receives the benefit throughout the contract period. The timing of invoicing varies, however, the customer may be invoiced before the end of the contract period, resulting in a deferred revenue balance. Point in time Certain revenue arrangements, primarily for tech-enabled services and print and distribution offerings, are recognized at a point in time and are primarily invoiced upon completion of all services or upon shipment to the customer. • Certain arrangements include multiple performance obligations and revenue is recognized upon completion of each performance obligation, such as when a document is filed with a regulatory agency and upon completion of printing the related document. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. The Company provides customer specific solutions and as such, observable standalone selling price is rarely available. Standalone selling price is determined using an estimate of the standalone selling price of each distinct service or product, taking into consideration historical selling price by customer for each distinct service or product, if available. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations. Customers may be invoiced subsequent to the recognition of revenue for completed performance obligations, resulting in contract asset balances. • Revenue for arrangements without a regulatory filing generally have a single performance obligation. As the services and products provided are not distinct within the context of the contract, the revenue is recognized upon completion of the services performed or upon completion of printing of the related product. • Warehousing, fulfillment services and shipping and handling are each separate performance obligations. As a result, when the Company provides warehousing and future fulfillment services, revenue for the composition services performed and printing of the product is recognized upon completion of the performance obligation(s), as control of the inventory has transferred to the customer and the inventory is being stored at the customer’s request. Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale. The Company records deferred revenue when amounts are invoiced but the revenue recognition criteria are not yet met. Revenue is recognized when all criteria are subsequently met. Certain revenues earned by the Company require significant judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs, and out-of-pocket expenses are recorded gross. Revenue is not recognized for customer-supplied postage. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company from third parties and sold to customers. Revenue is not recognized for customer-supplied paper; however, revenues for Company-supplied paper are recognized on a gross basis. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to authorities. In accordance with the practical expedient within ASC Topic 606, the Company expenses incremental costs to obtain the contract, primarily commissions, as incurred when the amortization period of the asset is one year or less. Sales commissions associated with multi-year contracts beyond the initial year are subject to an employee service requirement and are not capitalized as they are not considered incremental costs to obtain a contract. Disaggregation of Revenue The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 181.0 $ — $ 181.0 $ — $ 133.2 $ — $ 133.2 $ — $ 126.7 $ — $ 126.7 Capital Markets - Compliance and Communications Management 443.1 — 118.4 561.5 314.4 — 109.6 424.0 269.0 — 120.7 389.7 Investment Companies - Software Solutions — 89.0 — 89.0 — 67.0 — 67.0 — 62.6 — 62.6 Investment Companies - Compliance and Communications Management 76.4 — 85.4 161.8 94.8 — 175.5 270.3 95.7 — 200.0 295.7 Total net sales $ 519.5 $ 270.0 $ 203.8 $ 993.3 $ 409.2 $ 200.2 $ 285.1 $ 894.5 $ 364.7 $ 189.3 $ 320.7 $ 874.7 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 unbilled receivables, contract assets 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 historical selling price adjusted for its current experience and expected resolutions 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. Contract assets were $ 24.9 million and $ 18.5 million at December 31, 2021 and 2020, respectively. Generally, the contract asset balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. 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 $ 46.7 million and $ 39.1 million at December 31, 2021 and 2020, respectively. Unbilled receivables and contract assets are included in accounts receivable on the audited Consolidated Balance Sheets. For the year ended December 31, 2021, amounts recognized as revenue exceeded the estimates for performance obligations satisfied as of December 31, 2020 by approximately $ 29.5 million , primarily due to changes in the Company's estimated variable consideration and the application of the constraint. Substantially all of the Company's contracts with significant remaining performance obligations have an initial expected duration of one year or less. As of December 31, 2021, 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 $ 93 million, of which approximately 43 % 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 audited Consolidated Balance Sheets. During the year ended December 31, 2021, the Company recognized $ 20.4 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Changes in contract liabilities were as follows: Balance at January 1, 2021 $ 21.7 Deferral of revenue 138.5 Revenue recognized ( 124.2 ) Balance at December 31, 2021 $ 36.0 Balance at January 1, 2020 $ 13.1 Deferral of revenue 56.0 Revenue recognized ( 47.4 ) Balance at December 31, 2020 $ 21.7 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3. Acquisitions and Dispositions Acquisitions On December 13, 2021, the Company completed the acquisition of Guardum, a leading data security and privacy software provider that helps companies locate, secure and control data. The acquisition enhances the Company's Venue offering. By safeguarding privacy and improving data accuracy, Guardum's data security is a competitive differentiator. Prior to the acquisition, the Company held a 33.0 % investment in Guardum. The purchase price for the remaining equity of Guardum was $ 3.6 million, net of cash acquired of $ 0.1 million. As substantially all of the fair value of the assets acquired was concentrated in the software, the acquisition was accounted for as an asset acquisition and is included within the CM-SS operating segment. On December 18, 2018, the Company acquired eBrevia, Inc. (“eBrevia”), a leading provider of artificial intelligence-based data extraction and contract analytics software solutions. The Company previously held a 12.8 % investment in eBrevia prior to the acquisition. The purchase price for the remaining equity of eBrevia, which includes the Company’s estimate of contingent consideration, was $ 23.3 million, net of cash acquired of $ 0.2 million. During the year ended December 31, 2019, the Company paid $ 4.5 million related to the acquisition of eBrevia. An additional $ 1.9 million of the purchase price, which was held in the event of potential claims, was paid during the year ended December 31, 2020. The eBrevia acquisition was recorded by allocating the cost of the acquisition to the assets acquired, including other intangible assets, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired was recorded as goodwill. The operations of eBrevia are included within the CM-SS operating segment. Disposition On July 22, 2018, the Company sold its Language Solutions business, which helped companies adapt their business content into different languages for specific countries, markets and regions, for net proceeds of $ 77.5 million in cash, all of which was received as of December 31, 2018, resulting in a gain of $ 53.8 million. During the year ended December 31, 2019, the Company recognized a $ 4.0 million loss related to the disposition of the Language Solutions business which is reflected in other operating income, net in the audited Consolidated Statement of Operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 4. Goodwill and Other Intangible Assets DFIN’s four operating segments are the same as its reporting units: CM-SS, CM-CCM, IC-SS and IC-CCM. In the fourth quarter of 2021, the Company completed its annual goodwill impairment analysis and concluded that there was no goodwill impairment. In the fourth quarter of 2020, the Company completed its annual goodwill impairment analysis and recorded a non-cash impairment charge of $ 40.6 million to reflect a full impairment of goodwill within the IC-CCM reporting unit. Refer to Note 6, Restructuring, Impairment and Other Charges for further discussion. The balances of goodwill by reporting unit are presented below: Gross book value at March 31, 2020 (a) Accumulated impairment charges at December 31, 2020 Foreign exchange and other adjustments Net book value at December 31, 2020 Foreign exchange and other adjustments Net book value at December 31, 2021 Capital Markets - Software Solutions $ 103.6 $ — $ 0.1 $ 103.7 $ — $ 103.7 Capital Markets - Compliance and Communications Management 252.5 — 0.5 253.0 0.1 253.1 Investment Companies - Software Solutions 53.0 — 0.2 53.2 — 53.2 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — — Total $ 449.7 $ ( 40.6 ) $ 0.8 $ 409.9 $ 0.1 $ 410.0 (a) As a result of a change in segmentation, which was effective in the first quarter of 2020, goodwill was reassigned to the Company's reporting units in the first quarter of 2020. The components of other intangible assets at December 31, 2021, and 2020 were as follows: December 31, 2021 December 31, 2020 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships (useful life of 15 years ) $ 10.4 $ ( 2.1 ) $ 8.3 $ 10.4 $ ( 1.4 ) $ 9.0 Trade names (useful life of 5 years ) 1.0 ( 0.6 ) 0.4 1.0 ( 0.4 ) 0.6 Software license (useful life of 3 years ) — — — 0.3 ( 0.1 ) 0.2 Total other intangible assets $ 11.4 $ ( 2.7 ) $ 8.7 $ 11.7 $ ( 1.9 ) $ 9.8 Impairment of Other Intangible Assets —For the year ended December 31, 2019, the Company recognized impairment charges of $ 1.0 million related to customer relationship intangible assets in the Company’s CM-CCM and IC-SS reporting units. Other Intangible Assets —Amortization expense for other intangible assets was $ 1.1 million, $ 12.4 million and $ 14.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average remaining useful life for the unamortized intangible assets as of December 31, 2021 is approximately twelve years . The following table outlines the estimated annual amortization expense related to other intangible assets: For the year ending December 31, Amount 2022 $ 0.9 2023 0.9 2024 0.7 2025 0.7 2026 0.7 2027 and thereafter 4.8 Total $ 8.7 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 5. Leases The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. The Company has operating leases for certain service centers, office space, warehouses and equipment. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Operating lease expense is recognized on a straight-line basis over the expected lease term. The Company’s incremental borrowing rate is used in determining the present value of future payments at the commencement date of the lease. Balances related to operating leases are included in operating lease ROU assets, operating lease liabilities and noncurrent operating lease liabilities on the audited Consolidated Balance Sheets. The Company has finance leases primarily related to certain IT equipment. For finance leases, the Company records interest expense on the lease liability based on the incremental borrowing rate and amortizes the ROU assets on a straight-line basis over the shorter of the lease term or the useful life of the ROU assets. Balances related to finance leases are included in property, plant and equipment, net, accrued liabilities and other noncurrent liabilities on the audited Consolidated Balance Sheets. The Company's original lease terms generally range from one year to thirty-five years . The remaining terms of the Company’s leases range from less than a year to eight years . All real estate leases are recorded on the audited Consolidated Balance Sheets. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the audited Consolidated Balance Sheets. Lease agreements for some locations provide for rent escalations and renewal options. Lease terms include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company has non-cancelable sublease rental arrangements which did not reduce the future maturities of the operating lease liabilities at December 31, 2021 and 2020. The Company’s future rental commitments for leases with subleases were approximately $ 17.3 million and $ 20.6 million for the years ended December 31, 2021 and 2020, respectively. The Company remains secondarily liable under these leases in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreements. The components of lease expense for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Operating lease expense: Operating lease expense $ 19.2 $ 26.6 $ 26.2 Sublease income ( 4.3 ) ( 4.5 ) ( 5.1 ) Net operating lease expense $ 14.9 $ 22.1 $ 21.1 Finance lease expense: Amortization of ROU asset $ 0.8 $ — $ — Interest on lease liability 0.1 — — Total finance lease expense $ 0.9 $ — $ — The Company’s finance lease liabilities as of December 31, 2021 are presented within the Company’s audited Consolidated Balance Sheet as follows: December 31, 2021 Property, plant and equipment, net $ 7.5 Accrued liabilities $ 1.6 Other noncurrent liabilities 5.9 Total $ 7.5 Other information related to operating and finance leases for the years ended December 31, 2021, 2020 and 2019 and as of December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 2019 Supplemental cash flow information Cash paid related to operating leases $ 23.2 $ 25.5 $ 27.9 Cash paid related to finance leases 0.8 — — Non-cash disclosure: Increase in operating lease liability due to new ROU assets $ 4.2 $ 6.0 $ 9.9 Increase (decrease) in operating lease liability due to lease modifications and remeasurements 3.2 6.0 ( 7.9 ) Increase in finance lease liabilities due to new ROU assets 8.3 — — December 31, 2021 2020 Weighted-average remaining lease term: Operating leases 4.0 years 4.6 years Finance leases 4.4 years — Weighted-average discount rate: Operating leases 3.8 % 4.1 % Finance leases 2.3 % — As of December 31, 2021, future maturities of lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 19.4 $ 1.8 2023 15.3 1.8 2024 12.4 1.8 2025 8.5 1.7 2026 3.5 0.9 2027 and thereafter 2.4 — Total lease payments 61.5 8.0 Less: Interest ( 4.2 ) ( 0.5 ) Present value of lease liabilities $ 57.3 $ 7.5 During the years ended December 31, 2021 and 2020 , the Company recorded impairment charges of $ 0.5 million and $ 18.2 million, respectively, on operating lease ROU assets, as further described in Note 6, Restructuring, Impairment and Other Charges . The Company also recorded charges of $ 2.2 million for acceleration of rent expense associated with abandoned leases during the year ended December 31, 2020. Acceleration of rent expense charges were recorded in either cost of sales or SG&A in the Company’s audited Consolidated Statement of Operations, depending on the nature of the property. |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges | Note 6. Restructuring, Impairment and Other Charges Restructuring, Impairment and Other Charges recognized in Results of Operations For the year ended December 31, 2021, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Other Restructuring Charges Impairment Charges Other Charges Total Year Ended December 31, 2021 Capital Markets - Software Solutions $ 0.4 $ — $ — $ — $ 0.4 Capital Markets - Compliance and Communications Management 0.5 — 2.8 0.2 3.5 Investment Companies - Software Solutions 0.1 — — — 0.1 Investment Companies - Compliance and Communications Management 2.1 0.8 — — 2.9 Corporate 0.3 — 6.4 — 6.7 Total $ 3.4 $ 0.8 $ 9.2 $ 0.2 $ 13.6 F or the year ended December 31, 2021, the Company recorded net restructuring charges of $ 3.4 million for employee termination costs for approximately 175 employees, substantially all of whom were terminated as of December 31, 2021. The restructuring actions were primarily the result of the implementation of SEC Rule 30e-3 and amendments to SEC Rule 498A. For the year ended December 31, 2021, the Company recorded $ 9.2 million of impairment charges, primarily related to a partial impairment of an investment in equity securities and the demolition of an office building, as further described in Note 1, Overview, Basis of Presentation and Significant Accounting Policies. For the year ended December 31, 2020, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Impairment Charges Other Charges Total Year Ended December 31, 2020 Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communications Management 5.8 16.1 0.3 22.2 Investment Companies - Software Solutions 0.4 2.6 — 3.0 Investment Companies - Compliance and Communications Management 5.6 40.6 — 46.2 Corporate 2.8 1.3 2.7 6.8 Total $ 15.6 $ 60.6 $ 3.0 $ 79.2 For the year ended December 31, 2020, the Company recorded net restructuring charges of $ 15.6 million for employee termination costs for approximately 470 employees, substantially all of whom were terminated as of December 31, 2020. The restructuring actions were the result of the implementation of SEC Rule 30e-3 and amendments to SEC Rule 498A, both of which significantly reduced print volumes beginning January 1, 2021, and the reorganization of certain capital markets operations and selling and administration functions. As a result of the Company’s annual goodwill impairment test in the fourth quarter of 2020, the Company recorded a $ 40.6 million non-cash charge during the year ended December 31, 2020 to recognize the impairment of goodwill in the IC-CCM reporting unit. The goodwill impairment charge resulted from a reduction in the estimated fair value of the IC-CCM reporting unit due to lower expectations for future sales and profitability, primarily driven by an increase in the estimated shift of future revenues from IC-CCM to software solutions. The goodwill impairment charge was determined using Level 3 inputs, including a discounted cash flow analysis, comparable marketplace fair value data and management’s assumptions. In addition, the Company abandoned certain operating leases during the year ended December 31, 2020 with the intent to sublease. As the fair value of the ROU assets was less than the carrying value, the Company recognized impairments of ROU assets of $ 18.2 million during the year ended December 31, 2020 , reducing the carrying value of the ROU assets to an estimated combined fair value of $ 0.3 million subsequent to the impairments. The fair value of these assets was estimated utilizing inputs from market comparables in order to estimate future cash flows expected from sublease income over the remaining lease terms. Future changes in the estimated amount or timing of sublease arrangements could result in further impairment charges. For the year ended December 31, 2020 , the Company recorded $ 1.8 million of net impairment charges related to certain software assets. For the year ended December 31, 2020 , the Company also incurred $ 3.0 million of other charges, primarily related to the realignment of the Company’s operating segments, which became effective in the first quarter of 2020. For the year ended December 31, 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Impairment Charges Other Charges Total Year Ended December 31, 2019 Capital Markets - Software Solutions $ 1.4 $ — $ — $ 1.4 Capital Markets - Compliance and Communications Management (a) 5.0 0.8 0.2 6.0 Investment Companies - Software Solutions (a) 0.4 0.2 — 0.6 Investment Companies - Compliance and Communications Management 1.5 — — 1.5 Corporate (b) 0.8 2.4 0.9 4.1 Total $ 9.1 $ 3.4 $ 1.1 $ 13.6 (a) See Note 4, Goodwill and Other Intangible Assets , for further discussion regarding other intangible assets impairment charges . (b) See Note 1, Overview, Basis of Presentation and Significant Accounting Policies , for further discussion regarding the impairment charges related to an equity investment. For the year ended December 31, 2019, the Company recorded net restructuring charges of $ 9.1 million for employee termination costs for approximately 270 employees, substantially all of whom were terminated as of December 31, 2019. These charges primarily related to the reorganization of certain operations and certain administrative functions. During the year ended December 31, 2019 , the Company also incurred $ 3.4 million of impairment charges, primarily related to an impairment of an equity investment, and $ 1.1 million of other charges. Upon adoption of ASU No. 2016-02, "Leases (Topic 842)" on January 1, 2019, the restructuring liabilities related to lease terminations of $ 1.1 million were recorded as a reduction to the related ROU assets. Restructuring Reserve – Employee Terminations The Company’s employee terminations liability is included in accrued liabilities in the Company’s audited Consolidated Balance Sheets. The other restructuring reserves as of December 31, 2021 and 2020 were not material. Changes in the accrual for employee terminations during the year ended December 31, 2021 , were as follows: December 31, 2020 Restructuring Charges Cash Paid December 31, 2021 Employee terminations $ 8.5 $ 3.4 $ ( 9.5 ) $ 2.4 Changes in the accrual for employee terminations during the year ended December 31, 2020, were as follows: December 31, 2019 Restructuring Charges Reversals Cash Paid December 31, 2020 Employee terminations $ 1.9 $ 15.7 $ ( 0.1 ) $ ( 9.0 ) $ 8.5 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 7. Retirement Plans Subsequent to the Separation (as defined below), certain pension plan liabilities and assets were transferred from RRD to the Company upon the legal split of those plans. The Company’s primary defined benefit plan was frozen effective December 31, 2011. No new employees are permitted to enter the Company’s frozen plan and participants will earn no additional benefits. Benefits are generally based upon years of service and compensation. These defined benefit retirement income plans are funded in conformity with the applicable government regulations. The Company funds at least the minimum amount required for all funded plans using actuarial cost methods and assumptions acceptable under government regulations. In 2019, the Company communicated to certain former employees the option to receive a lump-sum pension payment. Payments to certain participants who elected to receive a lump-sum pension payment were funded from existing pension plan assets and constituted a complete settlement of pension liabilities with respect to these participants. As a result, plan assets and plan liabilities were remeasured, resulting in a net actuarial loss of $ 6.4 million recorded within accumulated other comprehensive loss, and a $ 3.9 million non-cash pension settlement charge recorded within investment and other income, net during the year ended December 31, 2019. The annual income and expense amounts relating to the pension plan are based on calculations, which include various actuarial assumptions including, mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs, such as a settlement) and modifies the assumptions based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the audited Consolidated Balance Sheets, but are amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. Total pension (income) expense was $( 4.2 ) million, $( 2.0 ) million and $ 1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, which is included within investment and other income, net in the audited Consolidated Statements of Operations. During the year ended December 31, 2021, the Company used the Society of Actuaries Pri-2012 base rate mortality table and MP-2021 projection scale in the calculation of the Company’s U.S. pension plan obligations. The Company made cash contributions of $ 1.2 million and $ 0.2 million to its pension and other postretirement benefits plans, respectively, during the year ended December 31, 2021 . The Company expects to make cash contributions of approximately $ 1.8 million and $ 0.1 million to its pension and other postretirement benefits plans, respectively, in 2022. The pension plan obligations are calculated using generally accepted actuarial methods and are measured as of December 31. Actuarial gains and losses for frozen plans are amortized using the corridor method over the average remaining expected life of plan participants. The components of the estima ted net pension plan (income) expense for DFIN’s pension plans for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Interest cost $ 6.2 $ 8.8 $ 10.9 Expected return on assets ( 14.2 ) ( 13.9 ) ( 14.8 ) Amortization, net 3.8 3.1 1.8 Settlements — — 3.9 Net pension plan (income) expense $ ( 4.2 ) $ ( 2.0 ) $ 1.8 Weighted-average assumption used to calculate net pension plan (income) expense: Discount rate 2.6 % 3.2 % 3.3 % Expected return on plan assets 6.0 % 6.0 % 6.3 % Reconciliation of funded status Pension Benefits Other Postretirement Benefits 2021 2020 2021 2020 Benefit obligation at beginning of year $ 325.6 $ 311.3 $ 1.8 $ 1.6 Interest cost 6.2 8.7 — 0.1 Actuarial (gain) loss ( 0.4 ) 24.9 — 0.1 Foreign currency translation loss — — — 0.1 Benefits paid ( 17.4 ) ( 19.3 ) ( 0.2 ) ( 0.1 ) Benefit obligation at end of year (a) $ 314.0 $ 325.6 $ 1.6 $ 1.8 Fair value of plan assets at beginning of year $ 274.9 $ 252.7 $ — $ — Actual return on assets 14.4 40.5 — — Employer contributions 1.2 1.0 0.2 0.1 Benefits paid ( 17.4 ) ( 19.3 ) ( 0.2 ) ( 0.1 ) Fair value of plan assets at end of year $ 273.1 $ 274.9 $ — $ — Under funded status at end of year $ ( 40.9 ) $ ( 50.7 ) $ ( 1.6 ) $ ( 1.8 ) ___________ (a) As the Company’s defined benefit plan is frozen and participants do not earn additional service benefits, the projected benefit obligation and accumulated benefit obligation are the same. The decrease in benefit obligation during the year ended December 31, 2021 was primarily due to benefits paid during the year ended December 31, 2021, partially offset by interest costs. The accumulated benefit obligation for all defined benefit pension and other postretirement benefits plans was $ 315.6 million and $ 327.4 million at December 31, 2021 and 2020, respectively. Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Accrued benefit cost (included in accrued liabilities) $ ( 1.8 ) $ ( 1.4 ) $ ( 0.1 ) $ ( 0.1 ) Pension and other postretirement benefits plans liabilities ( 39.1 ) ( 49.3 ) ( 1.5 ) ( 1.7 ) Net liabilities recognized in the Consolidated Balance Sheets $ ( 40.9 ) $ ( 50.7 ) $ ( 1.6 ) $ ( 1.8 ) The amounts included in accumulated other comprehensive loss in the audited Consolidated Balance Sheets, excluding tax effects, that have not been recognized as components of net periodic benefit cost at December 31, 2021 and 2020 were as follows: Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Accumulated other comprehensive loss: Net actuarial loss $ ( 87.6 ) $ ( 91.9 ) $ ( 0.6 ) $ ( 0.6 ) The pre-tax amounts recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019 were as follows: Pension Benefits Other Postretirement Benefits Year Ended December 31, Year Ended December 31, 2021 2020 2019 2021 2020 2019 Amortization of: Net actuarial loss $ 3.7 $ 3.1 $ 1.8 $ 0.1 $ — $ — Amounts arising during the period: Settlements — — 3.9 — — — Net actuarial gain (loss) 0.6 1.7 ( 11.8 ) — ( 0.2 ) ( 0.6 ) Total $ 4.3 $ 4.8 $ ( 6.1 ) $ 0.1 $ ( 0.2 ) $ ( 0.6 ) Actuarial gains and losses in excess of 10.0 % of the greater of the projected benefit obligation or the market-related value of plan assets were recognized as a component of net pension plan (income) expense over the average remaining service period of the plan’s active employees. As a result of th e plan being frozen, the actuarial gains and losses are recognized as a component of net pension plan (income) expense over the average remaining expected life of plan participants. The weighted average assumptions used to determine the benefit obligati on at December 31 were as follows: Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Discount rate 2.9 % 2.6 % 2.7 % 2.2 % Interest crediting rate 2.4 % 1.9 % N/A N/A Benefit payments are expected to be paid as follows: Pension Benefits Other Postretirement Benefits 2022 $ 18.2 $ 0.1 2023 18.4 0.1 2024 19.0 0.1 2025 18.5 0.1 2026 19.3 0.1 2027-2031 89.3 0.5 Plan Assets The Company’s U.S. pension plans are frozen and the Company has a risk management approach for its U.S. pension plan assets. The overall investment objective of this approach is to reduce the risk of significant decreases in the plan’s funded status by allocating a larger portion of the plan’s assets to investments expected to hedge the impact of interest rate risks on the plan’s obligation. The expected long-term rate of return for plan assets is based upon many factors including asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The target asset allocation percentage as of December 31, 2021 , for the primary U.S. pension plan was approximately 70 % for fixed income investments and approximately 30 % for return seeking investments. The fair values of the Company’s pension plan assets at December 31, 2021 and 2020, by asset category were as follows: December 31, 2021 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 2.8 $ 1.5 $ 1.3 Fixed Income 25.6 — 25.6 Assets measured at NAV 244.7 — — Total $ 273.1 $ 1.5 $ 26.9 December 31, 2020 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 3.3 $ 0.6 $ 2.7 Real estate funds 10.2 — 10.2 Fixed Income 23.8 — 23.8 Assets measured at NAV 237.6 — — Total $ 274.9 $ 0.6 $ 36.7 The Company segregated its plan assets by the following major categories and levels for determining their fair value as of December 31, 2021 and 2020: Cash and cash equivalents— Carrying value approximates fair value. As such, these assets were classified as Level 1. The Company also invests in certain short-term investments which are valued using the amortized cost method. As such, these assets were classified as Level 2. Real estate funds— Real estate fund assets are valued by third-party appraisers utilizing valuation approaches based upon current cost to reproduce, discounted cash flows or relative sales value of comparable properties. Key inputs and assumptions used to determine fair value include rental revenue and expenses, revenue and expense growth rates, terminal capitalization rates and discount rates. As the value of these assets was determined based on observable inputs obtained by third parties, the Company classified these assets as Level 2. Fixed Income— Fixed income securities are primarily in a diversified portfolio of long duration governmental instruments. They are primarily valued using a market approach, using matrix pricing and considering a security’s relationship to other securities for which quoted prices in an active market may be available. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmarks, and spreads. As the value of these assets was determined based on observable inputs obtained by third parties, the Company classified these assets as Level 2. Assets measured at NAV— The Company invests in certain funds that are valued at calculated net asset value per share (“NAV”), but are not quoted on active markets such as certain equity common funds, fixed income funds, hedge funds and corporate bond funds. The Company believes that the NAV is representative of fair value at the reporting date, as there are no significant restrictions on redemption of these investments or other reasons to indicate that the investment would be redeemed at an amount different than the NAV. For Level 2 plan assets, management reviews significant investments on a quarterly basis including investigation of unusual fluctuations in price or returns and obtaining an understanding of the pricing methodology to assess the reliability of third-party pricing estimates. The valuation methodologies described above may generate a fair value calculation that may not be indicative of net realizable value or future fair values. While the Company believes the methodologies used are appropriate, the use of different methodologies or assumptions in calculating fair value could result in different amounts. Employer 401(k) Savings Plan — For the benefit of most of its U.S. employees, the Company maintains a defined contribution retirement savings plan ("401(k)") that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Under this plan, employees may contribute a percentage of eligible compensation on both a before-tax and after-tax basis. The Company provided a 401(k) discretionary match to participants in 2021 and 2020, payable to participants' accounts in the first quarter of 2022 and 2021, respectively. The total expense attributable to the match was $ 17.3 million and $ 5.3 million for the years ended December 31, 2021 and 2020, respectively. The Company did no t provide a 401(k) discretionary match to participants for the year ended December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies As of December 31, 2021 , the Company had noncancelable contractual commitments of approximately $ 73 million for outsourced services and other miscellaneous obligations, primarily relating to information technology, professional, maintenance and other services. 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. Multiemployer Pension Plans Obligation On October 1, 2016, DFIN became an independent publicly traded company through the distribution by R.R. Donnelley & Sons Company (“RRD”) of shares of DFIN common stock to RRD stockholders (the “Separation”). On October 1, 2016, RRD also completed the separation of LSC Communications, Inc. (“LSC”), its publishing and retail-centric print services and office products business. On April 13, 2020, LSC announced that it, along with most of its U.S. subsidiaries, voluntarily filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code (“LSC Chapter 11 Filing”). In the second quarter of 2020, the Company became aware that, subsequent to the LSC Chapter 11 Filing, LSC failed to make certain required monthly and quarterly withdrawal liability payments to multiemployer pension plans ("MEPP") from which RRD had withdrawn prior to the Separation. Responsibility for certain pre-Separation withdrawal liability obligations, resulting in such monthly and quarterly payment obligations (the “LSC MEPP Liabilities”), had been assigned to LSC pursuant to the September 14, 2016 Separation and Distribution Agreement among the Company, RRD and LSC (the “Separation Agreement”), however, the Company and RRD remained jointly and severally liable for the LSC MEPP Liabilities pursuant to laws and regulations governing multiemployer pension plans. The Company believes the total undiscounted LSC MEPP Liabilities for which LSC was responsible at the time of the LSC Chapter 11 Filing were approximately $103 million (or approximately $ 57 million on a discounted basis, assuming a blended discount rate of approximately 10 %) and were payable over approximately a 15 -year period (through 2034), with annual payments ranging from $ 1.6 million to $ 8.5 million at the time. On July 24, 2020, the Company and RRD signed an agreement agreeing to submit to mediation and, if required, arbitration to determine the final liability allocation between the Company and RRD with respect to the LSC MEPP Liabilities. DFIN and RRD also agreed to share all required monthly and quarterly withdrawal liability payment obligations that become due during the mediation/arbitration period, with an adjustment and repayment to be made for any such payments according to the final allocation. The Company is required to record a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. In 2020, the Company recorded charges of $ 19.0 million and had $ 15.2 million accrued as of December 31, 2020 for its estimated payments related to the LSC MEPP Liabilities, including the Company’s low end of the range of potential outcomes as well as the Company’s estimated shared payments until a final allocation was determined. In March 2021 and April 2021, the Company and RRD reached settlements with two of the three LSC multiemployer pension plan funds, which represented approximately $ 59 million of the estimated $ 103 million total undiscounted LSC MEPP Liabilities at the time of the LSC Chapter 11 filing. The Company and RRD each made lump sum payments in the second quarter of 2021 to settle all obligations related to these funds, which are also subject to adjustment and repayment according to the final liability allocation determination. In November 2021, arbitration proceedings were completed and the final allocation of the LSC MEPP Liabilities of 1/3 to the Company and 2/3 to RRD was determined by the arbitration panel. As a result of the final liability allocation, the Company received a reimbursement from RRD of $ 7.1 million in December 2021 for payments made in excess of the Company’s allocated share of the LSC MEPP Liabilities, including the lump sum payments made associated with March 2021 and April 2021 settlements, and adjusted its accruals for the Company’s portion of the LSC MEPP Liabilities. As of December 31, 2021, the Company's undiscounted LSC MEPP Liabilities were $ 12.3 million, $ 1.1 million of which is payable in each of the five succeeding years and the remainder thereafter through 2033, with annual payments ranging from $ 0.8 million to $ 1.1 million. For the year ended December 31, 2021, the Company recorded net expense of $ 5.4 million and had $ 10.1 million accrued as of December 31, 2021, on a discounted basis, assuming a blended discount rate of approximately 3.5 %. The expense associated with the LSC MEPP Liabilities and the reimbursement from RRD have been recorded in SG&A expenses within the Corporate segment in the Company’s audited Consolidated Statements of Operations for the years ended December 31, 2021 and 2020. There can be no assurance that the Company’s actual future liabilities relating to the MEPP liabilities (including MEPP liabilities where the Company and RRD remain jointly and severally liable) will not differ materially from the amount recorded in the Company’s audited Consolidated Financial Statements. If RRD fails to make required payments in respect of the remaining LSC MEPP Liabilities, or RRD fails to make required payments in respect of RRD's MEPP liabilities, the Company may become obligated to make such payments. In addition, the Company’s MEPP liabilities could be affected by the financial stability of other employers participating in such plans and decisions by those employers to withdraw from such plans in the future. Non-Income Taxes The Company does not collect sales, use or similar taxes on all amounts invoiced in all jurisdictions in which the Company has sales based on its understanding that certain transactions are not subject to tax. Sales, use and similar tax laws vary greatly by jurisdiction and may require judgment to determine the applicability to the Company’s transactions. During 2020, the Company identified certain jurisdictions where the Company has not historically collected or remitted sales tax on certain services and that the Company believes it is probable that the jurisdiction would assess sales tax. As of December 31, 2021 and 2020 , the Company has a contingent liability of $ 3.5 million and $ 5.2 million, respectively, for certain estimated sales tax exposures. The impact associated with the contingent liability is recorded in SG&A expense in the Company’s audited Consolidated Statements of Operations. Although management believes its estimates are reasonable, the resolution of the Company’s tax matters could result in tax liabilities that are higher or lower than what has been estimated by the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Income taxes have been based on the following components of earnings (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 U.S. $ 173.6 $ ( 28.3 ) $ 54.1 Foreign 24.2 10.8 ( 2.0 ) Earnings (loss) before income taxes $ 197.8 $ ( 17.5 ) $ 52.1 The components of income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Current: U.S. Federal $ 33.5 $ 21.1 $ 7.7 U.S. State and Local 14.7 10.0 2.3 Foreign 4.0 3.7 2.0 Current income tax expense 52.2 34.8 12.0 Deferred: U.S. Federal 1.2 ( 20.9 ) 2.3 U.S. State and Local 0.4 ( 6.4 ) 0.4 Foreign ( 1.9 ) 0.9 ( 0.2 ) Deferred income tax (benefit) expense ( 0.3 ) ( 26.4 ) 2.5 Total income tax expense $ 51.9 $ 8.4 $ 14.5 The following table outlines the reconciliation of differences between the U.S. Federal statutory tax rate and the Company’s worldwide effective income tax rate: Year Ended December 31, 2021 2020 2019 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of U.S. federal income tax benefit 5.9 ( 8.7 ) 6.8 Global intangible low-taxed income provision 0.8 — — Non-deductible expenses 0.5 ( 17.0 ) 4.6 Adjustment of uncertain tax positions and interest 0.4 ( 3.1 ) 0.4 Provision to return 0.1 0.7 ( 7.2 ) Changes in valuation allowances ( 1.5 ) ( 10.5 ) 6.4 Foreign-derived intangible income ( 0.6 ) 10.2 ( 1.9 ) Credits and incentives ( 0.5 ) 4.7 ( 1.6 ) Goodwill impairment — ( 45.3 ) — Foreign tax rate differential — ( 0.7 ) ( 0.8 ) Tax-exempt income and expense — 0.6 ( 0.1 ) Other 0.1 0.1 0.2 Effective income tax rate 26.2 % ( 48.0 %) 27.8 % The effective income tax rate was 26.2 % for the year ended December 31, 2021 compared to ( 48.0 %) for the year ended December 31, 2020. The change in the effective tax rate was primarily driven by the nondeductible goodwill impairment charge recorded in 2020, increased earnings in 2021 and a reduction in the valuation allowances. The effective income tax rate was ( 48.0 %) for the year ended December 31, 2020 compared to 27.8 % for the year ended December 31, 2019. The 2020 effective income tax rate was impacted by the nondeductible goodwill impairment and other nondeductible items, partially offset by favorable adjustments primarily related to foreign-derived intangible income and other income tax credits. Deferred income taxes The significant deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Deferred tax assets: Accrued liabilities and other reserves $ 28.6 $ 26.2 Lease liabilities 14.4 15.4 Pension and other postretirement benefit plans liabilities 11.9 15.0 Net operating losses and other tax carryforwards 10.1 11.6 Share-based compensation 3.9 3.2 Allowance for doubtful accounts 3.4 2.5 Other 1.7 0.7 Total deferred tax assets 74.0 74.6 Valuation allowances ( 4.8 ) ( 7.5 ) Total deferred tax assets $ 69.2 $ 67.1 Deferred tax liabilities: Accelerated depreciation $ ( 14.6 ) $ ( 11.3 ) Right-of-use assets ( 8.5 ) ( 10.7 ) Other intangible assets ( 8.8 ) ( 7.8 ) Prepaid assets ( 1.0 ) ( 0.4 ) Other ( 4.6 ) ( 2.9 ) Total deferred tax liabilities ( 37.5 ) ( 33.1 ) Net deferred tax assets $ 31.7 $ 34.0 The amounts above are included in the audited Consolidated Balance Sheets as either a net asset or liability on a jurisdiction by jurisdiction basis. Transactions affecting the valuation allowances on deferred tax assets during the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 7.5 $ 5.2 $ 2.1 (Income) expense, net ( 2.7 ) 2.3 3.1 Balance, end of year $ 4.8 $ 7.5 $ 5.2 As of December 31, 2021, the Company had domestic and foreign net operating loss and other tax carryforward deferred tax assets of approximately $ 10.1 million, of which $ 5.3 million expires between 2022 and 2041 . Limitations on the utilization of these deferred tax assets may apply. The Company has provided valuation allowances to reduce the carrying value of certain deferred tax assets as management has concluded that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be fully realized. Earnings generated by a foreign subsidiary are presumed to ultimately be transferred to the parent company. Therefore, the establishment of deferred taxes may be required with respect to the excess of the investment value for financial reporting over the tax basis of investments in those foreign subsidiaries (also referred to as book-over-tax outside basis differences). A company may overcome this presumption and forgo recording a deferred tax liability in its financial statements if it can assert that management has the intent and ability to indefinitely reinvest the earnings of its foreign subsidiaries. As a result of the transition tax incurred pursuant to the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”), the Company has the ability to repatriate any previously taxed foreign cash associated with the foreign earnings subjected to U.S. tax to the U.S. parent with minimal additional tax consequences. Due to the changes under the Tax Act, the Company updated its assertion in 2018 related to indefinite reinvestment on all foreign earnings and other outside basis differences to indicate that the Company remains indefinitely reinvested in operations outside of the U.S. with the exception of the previously taxed foreign earnings already subject to U.S. tax. The Company began repatriating earnings up to its net earnings previously subject to U.S. tax during 2019. The Company did not make any repatriations in 2020 and repatriated $ 30.0 million during 2021 out of previously taxed earnings. Uncertain tax positions Changes in the Company’s unrecognized tax benefits at December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 1.3 $ 0.5 $ 0.3 Additions for tax positions of the current year 0.3 0.3 0.1 Additions for tax positions of prior years 0.7 0.5 0.1 Settlements during the year ( 0.1 ) — — Balance, end of year $ 2.2 $ 1.3 $ 0.5 As of December 31, 2021, 2020 and 2019, the Company had unrecognized tax benefits of $ 2.2 million, $ 1.3 million and $ 0.5 million, respectively. Unrecognized tax benefits of $ 2.2 million as of December 31, 2021, if recognized, would have decreased income taxes and the corresponding effective income tax rate and increased net earnings. This potential impact on net earnings reflects the reduction of these unrecognized tax benefits, net of certain deferred tax assets and the federal tax benefit of state income tax items. As of December 31, 2021, it is reasonably possible that a portion of the total amount of unrecognized tax benefits is expected to decrease within twelve months due to the resolution of audits or expirations of statutes of limitations related to U.S. federal, state or international tax positions, but the amount is immaterial. The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense. The total interest expense (benefit), net of tax benefits, related to tax uncertainties recognized in the audited Consolidated Statements of Operations was de minimis for the years ended December 31, 2021, 2020 and 2019 . There were no benefits from the reversal of accrued penalties for the years ended December 31, 2021, 2020 and 2019 . There were no accrued penalties related to income tax uncertainties at December 31, 2021 and 2020. The Company has tax years from 2013 that remain open and subject to examination by certain U.S. state taxing authorities and/or certain foreign tax jurisdictions. There are no U.S. federal income tax years prior to the period ending December 31, 2018 subject to IRS examination. All U.S. federal income tax years including and subsequent to the period ending December 31, 2018 remain open and subject to IRS examination. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10. Debt The Company’s debt as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Term Loan A Facility $ 125.0 $ — 8.25 % senior notes due October 15, 2024 — 233.0 Unamortized debt issuance costs ( 1.0 ) ( 2.5 ) Total long-term debt $ 124.0 $ 230.5 Maturities —At December 31, 2021, the Company’s debt was comprised of the $ 125.0 million delayed-draw term loan A facility (the " Term Loan A Facility"), which is due in full on May 27, 2026 . Fair Value —The fair value of the Term Loan A Facility was $ 124.2 million at December 31, 2021, which was determined using the market approach based upon term loan borrowings with similar terms and maturities, and was determined to be Level 2 under the fair value hierarchy. As of December 31, 2020, the fair value of the 8.25 % senior unsecured notes due October 15, 2024 (the "Notes") of $ 247.5 million was determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, and was determined to be Level 2 under the fair value hierarchy. 8.25 % Senior Notes Due 2024 —On October 15, 2021, the Company redeemed the remaining outstanding Notes balance of $ 233.0 million at the redemption price of 102.063 , plus accrued and unpaid interest of $ 9.6 million, using $ 200.0 million of proceeds from the Company's Term Loan A Facility and cash. The Company recorded a pre-tax loss on the extinguishment of the Notes of $ 6.8 million during the fourth the quarter of 2021. During 2020, the Company purchased and retired $ 67.0 million (notional amount) of the Notes at a weighted-average price of 95.28 and recognized a pre-tax gain on the extinguishment of debt of $ 2.3 million, which was net of unamortized debt issuance costs, and is recorded within interest expense, net in the audited Consolidated Statements of Operations. Prior to the redemption, the Company's Notes were issued pursuant to an indenture (the "Indenture") where certain wholly-owned domestic subsidiaries of the Company guaranteed the Notes (the “Guarantors”). The Notes were jointly and severally guaranteed, on an unsecured basis, by the Guarantors, which were comprised of each of the Company’s direct and indirect wholly-owned U.S. subsidiaries that guaranteed the Company’s obligations under the Credit Facilities. All Guarantors were released subsequent to the repayment of the Notes. The Notes were not guaranteed by the Company’s foreign subsidiaries or unrestricted subsidiaries. The Notes and the related guarantees were the Company and the Guarantors’, respective, senior unsecured obligations and ranked equally in right of payment to all senior debt, including the obligations under the Company’s Credit Facilities, senior in right of payment to all subordinated debt, and effectively subordinated in right of payment to any of the Company and the Guarantors’ secured debt, to the extent of the value of the assets securing such debt. The Indenture governing the Notes contained certain covenants applicable to the Company and its restricted subsidiaries, including limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries. Each of these covenants was subject to important exceptions and qualifications. 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 the Term Loan A Facility, extend the maturity of the $ 300.0 million revolving 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 th e 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 Credit Facility — On October 14, 2021, the Company drew $ 200.0 million from the Term Loan A Facility and used the proceeds to redeem the Company's Notes on October 15, 2021, as further described above. Under the Credit Agreement, the Term Loan A Facility bears 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. The weighted-average interest rate on borrowings under the Terms Loan A Facility was 2.1 % for the year ended December 31, 2021. Prior to the prepayment of quarterly installments, as described below, the principal amount of loans under the Term Loan A Facility were due and payable in equal quarterly installments of 1.25 % of the original principal amount of the loans during the first three years after the Restatement Effective Date, commencing on March 31, 2022, and 2.50 % of the original principal amount of the loans thereafter. In the fourth quarter of 2021, the Company prepaid $ 75.0 million of the original principal amount of the Term Loan A Facility and recognized a pre-tax loss on extinguishment of debt of $ 0.6 million. As a result, quarterly installments of the original principal amount are no longer required and the entire 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. During the year ended December 31, 2019, the Company repaid $ 72.5 million associated with a term loan under the former Credit Agreement. As a result of the transaction, the Company recognized a pre-tax loss on extinguishment of debt of $ 4.1 million for the year ended December 31, 2019, related to unamortized debt issuance costs and the original issuance discount, which is recorded within interest expense, net, in the audited Consolidated Statements of Operations. Revolving Credit Facility —As of December 31, 2021 and 2020 , there were no outstanding borrowings under the Revolving Facility. The weighted-average interest rate on borrowings under the Revolving Facility was 2.8 % and 2.6 % for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 , the Company had $ 3.2 million in outstanding letters of credit and bank guarantees, of which $ 2.2 million reduced the availability under the Revolving Facility. As of December 31, 2020, the Company had $ 3.7 million in outstanding letters of credit and bank guarantees, of which no ne reduced the availability under the Revolving Facility. The following table summarizes interest expense, net included in the audited Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 Interest incurred $ 19.8 $ 25.6 $ 34.3 Loss (gain) on debt extinguishment and other interest income 6.8 ( 2.7 ) 4.1 Less: capitalized interest — ( 0.1 ) ( 0.3 ) Interest expense, net $ 26.6 $ 22.8 $ 38.1 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 11. Earnings (Loss) per Share Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. In computing diluted earnings (loss) per share, basic earnings (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, RSUs, PSUs and restricted stock. Since the Company was in a net loss position for the year ended December 31, 2020, there was no difference between the number of shares used to calculate basic and diluted loss per share. The reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share calculation and the anti-dilutive share-based awards for the years ended December 31, 2021, 2020 and 2019, were as follows: Year Ended December 31, 2021 2020 2019 Net earnings (loss) per share: Basic $ 4.36 $ ( 0.76 ) $ 1.10 Diluted 4.14 ( 0.76 ) 1.10 Numerator: Net earnings (loss) $ 145.9 $ ( 25.9 ) $ 37.6 Denominator: Weighted average number of common shares outstanding 33.5 33.9 34.1 Dilutive awards 1.7 — 0.2 Diluted weighted average number of common shares outstanding 35.2 33.9 34.3 Weighted average number of anti-dilutive share-based awards: Restricted stock units — 0.4 0.7 Stock options — 0.8 0.8 Total — 1.2 1.5 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation | Note 12. 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 Board of Directors (the “Board”) and the Company’s stockholders on May 18, 2017 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. On May 30, 2019 and May 13, 2021 the Company’s stockholders voted and approved 3.4 million of additional shares of common stock for issuance under the 2016 PIP, each. At December 31, 2021, there were 4.3 million remaining shares of common stock authorized and available for grant under the 2016 PIP. For all share-based awards granted to employees and directors, including stock options, RSUs, PBRS and PSUs, the Company recognizes compensation expense based on estimated grant date fair values as well as certain assumptions as of the grant date, if applicable. The Company estimates the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. The Company recognizes compensation costs for RSUs expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years . The Company recognizes compensation costs for PSUs, which cliff vest, on a straight-line basis over the performance period of the award. Compensation expense for stock options is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of four years . Compensation expense for PBRS awards granted in 2016, which vest on a graded basis, was recognized utilizing a graded vesting schedule. Compensation expense for PBRS awards granted in 2017, which cliff vest, was recognized on a straight-line basis over the performance period of the award. The Company recognized expense for the PBRS awards of $ 0.8 million for the year ended December 31, 2019; no expense was recognized for the years ended December 31, 2021 and 2020. The stock options, RSUs, and PSUs granted during 2021, 2020 and 2019 are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee or a change in control of the Company. In addition, upon a change in control of the Company, PSUs will be measured at 100 % attainment of the target performance metrics and will remain subject to time based vesting until the end of the vesting period; provided that the award will vest in full if, within three months prior to or two years after the date of the change in control of the Company, the grantee’s employment is terminated without cause by the Company or for good reason by the grantee. Total share-based compensation expense was $ 19.5 million, $ 13.6 million and $ 8.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The income tax benefit related to share-based compensation expense was $ 9.5 million, $ 3.7 million and $ 1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, $ 19.6 million of total unrecognized compensation expense related to share-based compensation awards is expected to be recognized over a weighted-average period of 1.7 years. Stock Options The fair value of each stock option award was estimated on each grant date using the Black-Scholes option pricing model. The Company used the following methods to determine its underlying assumptions: • Expected volatility was estimated based on a weighted-average of historical volatilities for the Company’s peer group • The risk-free interest rate was based on the U.S Treasury yield curve in effect on the date of grant • The expected term of options granted was based on the simplified method of using the mid-point between the vesting term and the original contractual term • The expected dividend yield was based on the Company’s current dividend rate In 2021 and 2020, the Company did not grant any stock options. The weighted-average fair value of options granted during the year ended December 31, 2019 was $ 4.67 . The following table summarizes the annual weighted-average assumptions for the year ended December 31, 2019: 2019 Expected volatility 27.47 % Risk-free interest rate 2.58 % Expected life (years) 6.25 Expected dividend yield 0.00 % The weighted-average fair value of options exercised during the year ended December 31, 2021 was $ 4.10 . There were no options exercised during the years ended December 31, 2020 and 2019. Stock option awards outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Average Weighted- Remaining Aggregate Shares Under Average Contractual Intrinsic Option Exercise Term Value (thousands) Price (years) (millions) Outstanding at December 31, 2020 715 $ 18.91 6.3 $ 0.5 Exercised ( 128 ) 19.13 — 1.8 Cancelled/forfeited/expired ( 25 ) 31.03 — — Outstanding at December 31, 2021 562 18.30 5.9 16.2 Vested and expected to vest at December 31, 2021 560 $ 18.31 5.9 $ 16.1 Exercisable at December 31, 2021 403 $ 19.27 5.6 $ 11.2 As of December 31, 2021, $ 0.3 million of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 1.0 years. Restricted Stock Units The fair value of RSUs was determined based on the Company’s stock price on the grant date. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2021, 2020 and 2019 was $ 28.38 , $ 8.70 and $ 13.94 , respectively. RSUs outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2020 1,376 $ 10.53 Granted 499 28.38 Vested ( 653 ) 10.71 Forfeited ( 63 ) 18.01 Nonvested at December 31, 2021 1,159 $ 17.71 As of December 31, 2021, $ 12.2 million of unrecognized share-based compensation expense related to RSUs is expected to vest over a weighted-average period of 1.9 years. Performance Share Units The fair value of PSUs was determined based on the Company’s stock price on the grant date. The weighted-average grant date fair value of PSUs granted during the years ended December 31, 2021, 2020 and 2019 was $ 27.84 , $ 8.73 and $ 14.15 , respectively. PSUs outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2020 872 $ 12.13 Granted 336 27.84 Vested ( 244 ) 15.25 Forfeited ( 11 ) 8.98 Nonvested at December 31, 2021 953 $ 16.77 During 2021, 335,830 PSUs were granted to certain executive officers and senior management, 315,400 of which related to the 2021 performance grant and 20,430 of which related to additional shares issued due to the achievement of certain targets for the year ended December 31, 2020. As of December 31, 2021 , the total potential payout for the 2021 PSU awards ranged from zero to 631,000 shares. The 2020 and 2021 PSU awards consist of four independent performance periods, including three annual performance periods and one three-year cumulative period, and one 2020 award consists of a cumulative 2021 - 2022 performance period. The performance period for the shares awarded in 2019 is January 1, 2019 through December 31, 2021. Year Granted Performance/ Service Period Estimated or Actual Attainment PSUs Outstanding as of December 31, 2021 Estimated PSU Attainment or Actual PSUs Earned 2021 2021 200 % (a) 84 168 2021 2022 (b) 77 — 2021 2023 (b) 77 — 2021 2021 - 2023 100 % (c) 77 77 315 245 2020 2020 138 % (a) 80 110 2020 2021 200 % (a) 80 160 2020 2022 (b) 80 — 2020 2020 - 2022 163 % (c) 80 130 2020 2021 - 2022 100 % 20 20 340 420 2019 2019 - 2021 128 % (a) 298 380 ___________ (a) Amounts represent actual attainment and actual PSUs earned as the performance period is complete. (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 estimated attainment until the end of the second service year. As of December 31, 2021, there was $ 7.1 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 1.5 years. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 13. Capital Stock The Company has 65 million shares of $ 0.01 par value common stock authorized for issuance. DFIN’s common stock is currently traded under the ticker symbol “DFIN” on the New York Stock Exchange. The Company has one million shares of $ 0.01 par value preferred stock authorized for issuance. 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 4, 2020, the Board authorized a stock repurchase program, under which the Company is authorized to repurchase up to $ 25 .0 million of its outstanding common stock 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. During the year ended December 31, 2020, the Company repurchased 1,149,489 shares in open market transactions for $ 10.3 million at an average price of $ 8.92 per share. As of December 31, 2020, the remaining authorized amount was $ 14.7 million. On February 18, 2021, the Board authorized an increase to its stock repurchase program to bring the total remaining available repurchase authorization for shares on or after February 18, 2021 to $ 50.0 million. During the year ended December 31, 2021, the Company repurchased 972,881 shares for $ 32.4 million at an average price of $ 33.30 per share. As of December 31, 2021, the remaining amount under the authorization was $ 17.7 million. On February 17, 2022, the Board authorized an increase to its 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 . 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 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. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Comprehensive Income | Note 14. Comprehensive Income (Loss) The components of other comprehensive income (loss) and income tax expense (benefit) allocated to each component for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 0.8 ) $ ( 0.1 ) $ ( 0.7 ) $ 0.7 $ 0.2 $ 0.5 $ 3.0 $ — $ 3.0 Adjustment for net periodic pension and other postretirement benefits plans 4.4 1.2 3.2 4.6 1.3 3.3 ( 6.7 ) ( 1.8 ) ( 4.9 ) Other comprehensive income (loss) $ 3.6 $ 1.1 $ 2.5 $ 5.3 $ 1.5 $ 3.8 $ ( 3.7 ) $ ( 1.8 ) $ ( 1.9 ) The following table summarizes changes in accumulated other comprehensive loss by component for the years ended December 31, 2021, 2020 and 2019: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2018 $ ( 66.0 ) $ ( 16.7 ) $ ( 82.7 ) Other comprehensive income before reclassifications 1.3 3.0 4.3 Amounts reclassified from accumulated other comprehensive loss ( 6.2 ) — ( 6.2 ) Net change in accumulated other comprehensive loss ( 4.9 ) 3.0 ( 1.9 ) Balance at December 31, 2019 $ ( 70.9 ) $ ( 13.7 ) $ ( 84.6 ) Other comprehensive income before reclassifications — 0.5 0.5 Amounts reclassified from accumulated other comprehensive loss 3.3 — 3.3 Net change in accumulated other comprehensive loss 3.3 0.5 3.8 Balance at December 31, 2020 $ ( 67.6 ) $ ( 13.2 ) $ ( 80.8 ) Other comprehensive loss before reclassifications — ( 0.3 ) ( 0.3 ) Amounts reclassified from accumulated other comprehensive loss 3.2 ( 0.4 ) 2.8 Net change in accumulated other comprehensive loss 3.2 ( 0.7 ) 2.5 Balance at December 31, 2021 $ ( 64.4 ) $ ( 13.9 ) $ ( 78.3 ) Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 3.8 $ 3.1 $ 1.8 Reclassification of translation adjustment (b) ( 0.5 ) — — Reclassifications before tax 3.3 3.1 1.8 Income tax expense 1.1 0.9 0.5 Reclassifications, net of tax $ 2.2 $ 2.2 $ 1.3 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net, in the audited Consolidated Statements of Operations (see Note 7, Retirement Plans ). (b) Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the audited Consolidated Statements of Operations. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15. 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 benefit plans, such as pension and other postretirement benefit plan expense (income) as well as share-based compensation, are included in Corporate and not allocated to the operation 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 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 public and private business transactions, mergers and acquisitions, initial public offerings (“IPOs”), debt offerings 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 software solutions to public and private companies to help manage public and private transaction 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, 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 software solutions that enable clients to store and manage compliance and regulatory information in a self-service, central repository for documents to be easily accessed, assembled, edited, translated, rendered and submitted to regulators. Investment Companies – Compliance & Communications Management — The Company provides its investment companies clients tech-enabled services to prepare and file 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 it 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 within the audited Consolidated Financial Statements. Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2021 Capital Markets - Software Solutions $ 181.0 $ 30.4 $ 186.6 $ 16.7 $ 18.8 Capital Markets - Compliance and Communications Management 561.5 242.6 418.3 5.9 3.0 Investment Companies - Software Solutions 89.0 8.9 91.2 12.6 13.0 Investment Companies - Compliance and Communications Management 161.8 15.0 49.3 4.7 2.9 Total operating segments 993.3 296.9 745.4 39.9 37.7 Corporate — ( 77.6 ) 137.9 0.4 4.6 Total $ 993.3 $ 219.3 $ 883.3 $ 40.3 $ 42.3 Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2020 Capital Markets - Software Solutions $ 133.2 $ 8.5 $ 167.7 $ 13.1 $ 14.8 Capital Markets - Compliance and Communications Management 424.0 120.6 389.6 14.4 3.4 Investment Companies - Software Solutions 67.0 ( 1.7 ) 91.8 12.0 9.5 Investment Companies - Compliance and Communications Management 270.3 ( 43.1 ) 67.7 10.0 2.1 Total operating segments 894.5 84.3 716.8 49.5 29.8 Corporate — ( 80.7 ) 148.8 1.4 1.3 Total $ 894.5 $ 3.6 $ 865.6 $ 50.9 $ 31.1 Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2019 Capital Markets - Software Solutions $ 126.7 $ 9.6 $ 164.8 $ 12.6 $ 15.2 Capital Markets - Compliance and Communications Management 389.7 86.3 408.7 15.3 6.4 Investment Companies - Software Solutions 62.6 ( 7.8 ) 100.4 12.7 15.4 Investment Companies - Compliance and Communications Management 295.7 29.4 121.7 8.9 6.9 Total operating segments 874.7 117.5 795.6 49.5 43.9 Corporate — ( 39.0 ) 91.3 0.1 0.9 Total $ 874.7 $ 78.5 $ 886.9 $ 49.6 $ 44.8 (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. Corporate assets primarily consisted of the following: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 54.5 $ 73.6 Prepaid expenses and other current assets 13.0 6.1 Operating lease right-of-use assets 4.4 8.3 Deferred income taxes, net of valuation allowance 31.7 34.0 Other noncurrent assets 20.5 23.0 |
Geographic Area Information
Geographic Area Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Area Information | Note 16. Geographic Area Information The Company’s net sales and long-lived assets by geographic region for the years ended December 31, 2021, 2020 and 2019 were as follows: U.S. Asia Europe Canada Other Consolidated Year Ended December 31, 2021 Net sales $ 856.5 $ 55.5 $ 42.0 $ 38.0 $ 1.3 $ 993.3 Long-lived assets (a) 130.6 8.9 13.3 0.4 — 153.2 Year Ended December 31, 2020 Net sales $ 778.9 $ 51.1 $ 34.3 $ 28.6 $ 1.6 $ 894.5 Long-lived assets (a) 127.5 8.0 8.7 0.5 — 144.7 Year Ended December 31, 2019 Net sales $ 761.4 $ 46.8 $ 34.5 $ 29.4 $ 2.6 $ 874.7 Long-lived assets (a) 178.3 11.0 4.2 1.0 — 194.5 (a) Includes property, plant and equipment, net; software, net; operating lease right-of-use assets and other noncurrent assets. |
Overview, Basis of Presentati_2
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes thereto. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for expected losses on accounts receivable, pension, goodwill and other intangible assets, asset valuations and useful lives, income taxes and other provisions and contingencies. |
Foreign Operations | Foreign Operations —Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net earnings. Deferred taxes are not provided on cumulative foreign currency translation adjustments when the Company expects foreign earnings to be indefinitely reinvested. |
Fair Value Measurements | Fair Value Measurements— Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company records the fair value of its pension plan assets on a recurring basis. See Note 7, Retirement Plans , for the fair value of the Company’s pension plan assets as of December 31, 2021. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is as follows: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. |
Revenue Recognition | Revenue Recognition — The Company manages highly-customized data and materials to enable filings on behalf of its customers with the SEC related to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended (the "Investment Company Act") as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company also manages virtual data rooms and provides digital document creation, online content management and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs. 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 offerings include the Venue® Virtual Data Room (“Venue”), the Arc Suite software platform ("Arc Suite"), ActiveDisclosure®, eBrevia, and data and analytics, among others. The Company’s tech-enabled services offerings consist of document composition, compliance-related EDGAR filing services and transaction solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping. Refer to Note 2, Revenue , for a discussion of the Company’s revenue recognition. |
Cash and cash equivalents | Cash and cash equivalents — The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term securities consist of investment grade instruments of governments, financial institutions and corporations. |
Receivables | Receivables — Receivables are stated net of expected losses and primarily include trade receivables as well as miscellaneous receivables from suppliers. The Company’s credit loss reserves primarily relate to trade receivables, unbilled receivables and contract assets. The Company established the provision at differing rates, which are region or country-specific, and are based upon the age of the trade receivable, the Company’s historical collection experience in each region or country and lines of business, where appropriate. Provisions for unbilled receivables and contract assets are established based on rates which management believes to be appropriate considering its historical experience. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. No single customer comprised more than 10% of net sales for the years ended December 31, 2021, 2020 or 2019. |
Allowance for Expected Losses | Allowance for Expected Losses — Transactions affecting the current expected credit loss ("CECL") reserve and the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 10.5 $ 7.7 $ 7.9 Adoption of ASU 2016-13 (a) — 0.5 — Provisions charged to expense 2.8 3.8 3.2 Write-offs, reclassifications and other ( 0.6 ) ( 1.5 ) ( 3.4 ) Balance, end of year (b) $ 12.7 $ 10.5 $ 7.7 __________ (a) On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. (b) As of December 31, 2021, the CECL reserve balance is comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2020, the CECL reserve balance is comprised of a $ 10.1 million provision for accounts receivable and a $ 0.4 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $ 7.7 million allowance for doubtful accounts. |
Inventories | Inventories — Inventories include material, labor and factory overhead and are stated at the lower of cost or market, net of excess and obsolescence reserves for raw materials. Provisions for excess and obsolete inventories are made at differing rates, utilizing historical data and current economic trends, based upon the age and type of the inventory or based on specific identification of inventories that will not be utilized in production or sold. Inventory is valued using the First-In, First-Out (“FIFO”) method. The components of the Company’s inventories at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Raw materials and manufacturing supplies $ 2.8 $ 2.5 Work in process 2.8 2.4 Total $ 5.6 $ 4.9 |
Prepaid Expenses | Prepaid Expenses — Prepaid expenses as of December 31, 2021 and 2020 were $ 11.0 million and $ 7.2 million, respectively. |
Long-Lived Assets | Long-Lived Assets — The Company assesses potential impairments to its long-lived assets, including long-lived intangible assets, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Long-lived assets, other than goodwill, are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. |
Property, Plant and Equipment and Sale of Real Estate | Property, plant and equipment and Sale of Real Estate — Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives range from 5 to 40 years for buildings, the lesser of 7 years or the lease term for leasehold improvements and from 3 to 13 years for machinery and equipment. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When property, plant or equipment is retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. The components of the Company’s property, plant and equipment at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Land $ 0.3 $ 0.3 Buildings 20.8 24.1 Machinery and equipment 68.5 98.4 89.6 122.8 Less: Accumulated depreciation ( 70.9 ) ( 110.8 ) Total $ 18.7 $ 12.0 During the year ended December 31, 2021, as a result of the completion of certain restructuring activities, as further described in Note 6, Restructuring, Impairment and Other Charges , the Company wrote off certain fully depreciated buildings, machinery and equipment as well as associated accumulated depreciation. During the years ended December 31, 2021, 2020 and 2019 depreciation expense was $ 6.4 million, $ 8.1 million and $ 7.7 million, respectively. On September 27, 2019, the Company entered into a sale-leaseback agreement in which it sold a building and land at fair market value for proceeds of $ 30.6 million, and entered into an operating lease of the property through September 2029 with the option to terminate after three years . The Company recorded a net gain of $ 19.2 million on the sale of the property for the year ended December 31, 2019, which is reflected in other operating income, net in the audited Consolidated Statements of Operations and is included within the IC-CCM segment. |
Assets Held for Sale | Assets Held for Sale —As of December 31, 2021 and 2020, the Company had land and land with an office building held for sale with a carrying value of $ 2.6 million and $ 5.5 million, respectively. On August 20, 2021, the Company entered into an agreement to sell the land for $ 12.9 million, which includes consideration for the Company completing the demolition of an office building located on the property. 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 this sale will be completed. As a result of the demolition of the building, the Company recorded a non-cash impairment charge of $ 2.8 million for the remaining carrying value of the building during the year ended December 31, 2021 . The impairment charge was recorded in restructuring, impairment and other charges, net in the audited Consolidated Statement of Operations in the CM-CCM segment. |
Software | Software — The Company incurs costs to develop software applications for internal-use. These costs include both direct costs from third-party vendors and eligible salaries and payroll-related costs of employees. The Company capitalizes costs associated with internal-use software when management with the relevant authority authorizes and commits to the funding of the software project and it is probable that the project will be completed and the software will be used to perform the functions intended. Costs associated with upgrades and enhancements are capitalized only if such modifications result in additional functionality of the software, whereas costs incurred for preliminary project stage activities, training, project management and maintenance are expensed as incurred. 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 $ 32.8 million, $ 30.4 million and $ 27.6 million for the years ended December 31, 2021, 2020 and 2019 , respectively. |
Investments | Investments —The carrying value of the Company’s investments in equity securities was $ 8.0 million and $ 13.4 million as of December 31, 2021 and 2020, 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 following table summarizes realized and unrealized gains on equity securities recorded in investment and other income, net in the audited Consolidated Statement of Operations for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on equity securities $ 0.4 $ — $ 13.6 Less: net gain recognized on equity securities sold — — ( 6.8 ) Unrealized net gain recognized on equity securities still held at the reporting date $ 0.4 $ — $ 6.8 The Company performs an assessment on a quarterly basis to assess whether triggering events for impairment exist and to identify any observable price changes. In the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $ 5.9 million related to an investment in equity securities. The remaining carrying value of the investment as of December 31, 2021 was $ 5.1 million. Future changes in the estimated fair value could result in further impairment charges. During the year ended December 31, 2021 , the Company recorded a net unrealized gain of $ 0.4 million resulting from observable price changes in orderly transactions for the identical or similar investments. In the fourth quarter of 2019, the Company recorded a non-cash impairment charge of $ 2.0 million to impair the entire balance of an investment in equity securities. These non-cash impairment charges are included in restructuring, impairment and other charges, net in the audited Consolidated Statements of Operations. During the year ended December 31, 2019, the Company sold 50 % of its holdings of an investment and received proceeds of $ 12.8 million. The Company remeasured its remaining investment in the security and recorded an unrecognized gain of $ 6.8 million. In the second quarter of 2020, the Company sold the remaining 50 % of its investment and received proceeds of $ 12.8 million, which approximated the carrying value of the investment. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — Goodwill is either assigned to a specific reporting unit or, in certain circumstances, allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is reviewed for impairment annually as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. The Company also performs an interim review for indicators of impairment at each quarter-end to assess whether an interim impairment review is required for any reporting unit. For certain reporting units, the Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing this qualitative analysis, the Company considers various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the years ended December 31, 2021 and 2020, each of the reporting units with goodwill was reviewed for impairment using either a qualitative or a quantitative assessment. For reporting units where the Company utilized a qualitative method, the Company considered various factors, as described above, and concluded that it is more likely than not that the fair value of the reporting unit is greater than its carrying value and therefore there is no impairment. For reporting units where the Company utilized a quantitative method, the Company compared each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying amount. If the carrying amount exceeded the reporting unit’s fair value, the Company recognized an impairment loss for the amount by which the carrying amount exceeded the fair value. The quantitative assessment as of October 31, 2021 resulted in no impairment. The quantitative assessment of goodwill impairment as of October 31, 2020, resulted in a $ 40.6 million impairment of goodwill for the IC-CCM reporting unit. No other reporting units were impaired. See Note 6, Restructuring, Impairment and Other Charges , for further discussion of the impairment. Other long-lived intangible assets are recognized separately from goodwill and are amortized on a straight-line basis over their estimated useful lives. See Note 4, Goodwill and Other Intangible Assets , for further discussion of other intangible assets and the related amortization expense. |
Share-Based Compensation | Share-Based Compensation — The Company recognizes share-based compensation expense based on estimated fair values for all share-based awards made to employees and directors, including non-qualified stock options (“stock options”), restricted stock units (“RSUs”), performance-based restricted stock (“PBRS”) and performance share units (“PSUs”). Share-based compensation expense is recognized on straight-line or graded basis, depending on the type of an award. Certain of the Company’s awards vest on an annual basis whereas others cliff vest. See Note 12, Share-based Compensation , for further discussion. |
Pension and Other Postretirement Benefit Plans | Pension and Other Post-Retirement Benefit Plans — DFIN engages outside actuaries to assist in the determination of the obligations and costs under these plans, which were frozen to new participants effective December 31, 2011. The annual income and expense amounts relating to the pension and other postretirement benefit plans are based on calculations which include various actuarial assumptions including mortality expectations, discount rates and expected long-term rates of return. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effects of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and input from its actuaries and investment advisors. Refer to Note 7, Retirement Plans , for further discussion. |
Income Taxes | Income Taxes — Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company maintains an income taxes payable or receivable account in each jurisdiction. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. The Company is regularly audited by foreign and domestic tax authorities. These audits occasionally result in proposed assessments where the ultimate resolution might result in the Company owing additional taxes, including in some cases, penalties and interest. The Company recognizes a tax position in its financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Although management believes that its estimates are reasonable, the final outcome of uncertain tax positions may be materially different from that which is reflected in the Company’s audited Consolidated Financial Statements. The Company adjusts such reserves upon changes in circumstances that would cause a change to the estimate of the ultimate liability, upon effective settlement or upon the expiration of the statute of limitations, in the period in which such event occurs. See Note 9, Income Taxes , for further discussion. |
Commitments and Contingencies | Commitments and Contingencies — The Company is subject to lawsuits, investigations and other claims and can be involved in various legal, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business, including those noted in Note 8, Commitments and Contingencies . The Company routinely reviews the status of each significant matter and assesses the potential financial exposure. A liability is recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. When there is a range of possible losses with equal likelihood, a liability is recorded based on the low end of such range. Because of uncertainties related to these and other matters, accruals are based on the best information available at the time. The amount of such reserves may change in the future due to new developments or changes in approach, such as a change in settlement strategy. The inherent uncertainty related to the outcome of these matters can result in amounts materially different from the amounts accrued in the Company’s audited Consolidated Financial Statements. |
Restructuring | 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. Severance benefits are provided to employees primarily under the Company’s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be separated and entitled to benefits at amounts that can be reasonably estimated. In some instances, the Company enhances its ongoing termination benefits with one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are recognized when employees are notified of their enhanced termination benefits . See Note 6, Restructuring, Impairment and Other Charges , for further discussion. |
Accrued Liabilities | Accrued Liabilities — The components of the Company’s accrued liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Accrued sales commissions $ 66.5 $ 39.0 Accrued incentive compensation 61.2 39.7 Customer-related liabilities 36.8 23.4 Other employee-related liabilities 23.8 19.7 Other 18.9 42.8 Accrued liabilities $ 207.2 $ 164.6 Other employee-related liabilities consists primarily of employee benefit and payroll accruals. Customer-related liabilities consists primarily of deferred revenue, progress billings and volume discount accruals. Other accrued liabilities includes miscellaneous operating accruals, restructuring liabilities, interest liabilities and other tax liabilities. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which modifies ASC 740, Income Taxes, to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the standard prospectively on January 1, 2021. The adoption of this standard did not have a material impact on the Company's audited Consolidated Financial Statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08"), which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers ("Topic 606"), 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. Adoption of this standard is not expected to have a material impact on the Company's audited Consolidated Financial Statements. |
Lessee Leases Policy | The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. The Company has operating leases for certain service centers, office space, warehouses and equipment. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Operating lease expense is recognized on a straight-line basis over the expected lease term. The Company’s incremental borrowing rate is used in determining the present value of future payments at the commencement date of the lease. Balances related to operating leases are included in operating lease ROU assets, operating lease liabilities and noncurrent operating lease liabilities on the audited Consolidated Balance Sheets. The Company has finance leases primarily related to certain IT equipment. For finance leases, the Company records interest expense on the lease liability based on the incremental borrowing rate and amortizes the ROU assets on a straight-line basis over the shorter of the lease term or the useful life of the ROU assets. Balances related to finance leases are included in property, plant and equipment, net, accrued liabilities and other noncurrent liabilities on the audited Consolidated Balance Sheets. The Company's original lease terms generally range from one year to thirty-five years . The remaining terms of the Company’s leases range from less than a year to eight years . All real estate leases are recorded on the audited Consolidated Balance Sheets. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the audited Consolidated Balance Sheets. Lease agreements for some locations provide for rent escalations and renewal options. Lease terms include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. |
Overview, Basis of Presentati_3
Overview, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Allowance for Expected Loss | Transactions affecting the current expected credit loss ("CECL") reserve and the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 10.5 $ 7.7 $ 7.9 Adoption of ASU 2016-13 (a) — 0.5 — Provisions charged to expense 2.8 3.8 3.2 Write-offs, reclassifications and other ( 0.6 ) ( 1.5 ) ( 3.4 ) Balance, end of year (b) $ 12.7 $ 10.5 $ 7.7 __________ (a) On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. (b) As of December 31, 2021, the CECL reserve balance is comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2020, the CECL reserve balance is comprised of a $ 10.1 million provision for accounts receivable and a $ 0.4 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $ 7.7 million allowance for doubtful accounts. |
Components of Inventories | The components of the Company’s inventories at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Raw materials and manufacturing supplies $ 2.8 $ 2.5 Work in process 2.8 2.4 Total $ 5.6 $ 4.9 |
Components of Company's Property, Plant and Equipment | The components of the Company’s property, plant and equipment at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Land $ 0.3 $ 0.3 Buildings 20.8 24.1 Machinery and equipment 68.5 98.4 89.6 122.8 Less: Accumulated depreciation ( 70.9 ) ( 110.8 ) Total $ 18.7 $ 12.0 |
Schedule of Realized and Unrealized Gain Loss of Equity Securities | The following table summarizes realized and unrealized gains on equity securities recorded in investment and other income, net in the audited Consolidated Statement of Operations for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on equity securities $ 0.4 $ — $ 13.6 Less: net gain recognized on equity securities sold — — ( 6.8 ) Unrealized net gain recognized on equity securities still held at the reporting date $ 0.4 $ — $ 6.8 |
Components of Accrued Liabilities | The components of the Company’s accrued liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Accrued sales commissions $ 66.5 $ 39.0 Accrued incentive compensation 61.2 39.7 Customer-related liabilities 36.8 23.4 Other employee-related liabilities 23.8 19.7 Other 18.9 42.8 Accrued liabilities $ 207.2 $ 164.6 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 181.0 $ — $ 181.0 $ — $ 133.2 $ — $ 133.2 $ — $ 126.7 $ — $ 126.7 Capital Markets - Compliance and Communications Management 443.1 — 118.4 561.5 314.4 — 109.6 424.0 269.0 — 120.7 389.7 Investment Companies - Software Solutions — 89.0 — 89.0 — 67.0 — 67.0 — 62.6 — 62.6 Investment Companies - Compliance and Communications Management 76.4 — 85.4 161.8 94.8 — 175.5 270.3 95.7 — 200.0 295.7 Total net sales $ 519.5 $ 270.0 $ 203.8 $ 993.3 $ 409.2 $ 200.2 $ 285.1 $ 894.5 $ 364.7 $ 189.3 $ 320.7 $ 874.7 |
Changes in Contract Liabilities | Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the audited Consolidated Balance Sheets. During the year ended December 31, 2021, the Company recognized $ 20.4 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Changes in contract liabilities were as follows: Balance at January 1, 2021 $ 21.7 Deferral of revenue 138.5 Revenue recognized ( 124.2 ) Balance at December 31, 2021 $ 36.0 Balance at January 1, 2020 $ 13.1 Deferral of revenue 56.0 Revenue recognized ( 47.4 ) Balance at December 31, 2020 $ 21.7 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balances of Goodwill by Segment | The balances of goodwill by reporting unit are presented below: Gross book value at March 31, 2020 (a) Accumulated impairment charges at December 31, 2020 Foreign exchange and other adjustments Net book value at December 31, 2020 Foreign exchange and other adjustments Net book value at December 31, 2021 Capital Markets - Software Solutions $ 103.6 $ — $ 0.1 $ 103.7 $ — $ 103.7 Capital Markets - Compliance and Communications Management 252.5 — 0.5 253.0 0.1 253.1 Investment Companies - Software Solutions 53.0 — 0.2 53.2 — 53.2 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — — Total $ 449.7 $ ( 40.6 ) $ 0.8 $ 409.9 $ 0.1 $ 410.0 (a) As a result of a change in segmentation, which was effective in the first quarter of 2020, goodwill was reassigned to the Company's reporting units in the first quarter of 2020. |
Components of Other Intangible Assets | The components of other intangible assets at December 31, 2021, and 2020 were as follows: December 31, 2021 December 31, 2020 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships (useful life of 15 years ) $ 10.4 $ ( 2.1 ) $ 8.3 $ 10.4 $ ( 1.4 ) $ 9.0 Trade names (useful life of 5 years ) 1.0 ( 0.6 ) 0.4 1.0 ( 0.4 ) 0.6 Software license (useful life of 3 years ) — — — 0.3 ( 0.1 ) 0.2 Total other intangible assets $ 11.4 $ ( 2.7 ) $ 8.7 $ 11.7 $ ( 1.9 ) $ 9.8 |
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 2022 $ 0.9 2023 0.9 2024 0.7 2025 0.7 2026 0.7 2027 and thereafter 4.8 Total $ 8.7 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Operating lease expense: Operating lease expense $ 19.2 $ 26.6 $ 26.2 Sublease income ( 4.3 ) ( 4.5 ) ( 5.1 ) Net operating lease expense $ 14.9 $ 22.1 $ 21.1 Finance lease expense: Amortization of ROU asset $ 0.8 $ — $ — Interest on lease liability 0.1 — — Total finance lease expense $ 0.9 $ — $ — |
Summary of Company's Finance Lease Liabilities in Condensed Consolidated Balance Sheets | The Company’s finance lease liabilities as of December 31, 2021 are presented within the Company’s audited Consolidated Balance Sheet as follows: December 31, 2021 Property, plant and equipment, net $ 7.5 Accrued liabilities $ 1.6 Other noncurrent liabilities 5.9 Total $ 7.5 |
Summary of Other Information Related to Operating Leases | Other information related to operating and finance leases for the years ended December 31, 2021, 2020 and 2019 and as of December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 2019 Supplemental cash flow information Cash paid related to operating leases $ 23.2 $ 25.5 $ 27.9 Cash paid related to finance leases 0.8 — — Non-cash disclosure: Increase in operating lease liability due to new ROU assets $ 4.2 $ 6.0 $ 9.9 Increase (decrease) in operating lease liability due to lease modifications and remeasurements 3.2 6.0 ( 7.9 ) Increase in finance lease liabilities due to new ROU assets 8.3 — — December 31, 2021 2020 Weighted-average remaining lease term: Operating leases 4.0 years 4.6 years Finance leases 4.4 years — Weighted-average discount rate: Operating leases 3.8 % 4.1 % Finance leases 2.3 % — |
Summary of Maturities of Lease Liabilities for Operating Leases | As of December 31, 2021, future maturities of lease liabilities were as follows: Operating Leases Finance Leases 2022 $ 19.4 $ 1.8 2023 15.3 1.8 2024 12.4 1.8 2025 8.5 1.7 2026 3.5 0.9 2027 and thereafter 2.4 — Total lease payments 61.5 8.0 Less: Interest ( 4.2 ) ( 0.5 ) Present value of lease liabilities $ 57.3 $ 7.5 |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations | For the year ended December 31, 2021, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Other Restructuring Charges Impairment Charges Other Charges Total Year Ended December 31, 2021 Capital Markets - Software Solutions $ 0.4 $ — $ — $ — $ 0.4 Capital Markets - Compliance and Communications Management 0.5 — 2.8 0.2 3.5 Investment Companies - Software Solutions 0.1 — — — 0.1 Investment Companies - Compliance and Communications Management 2.1 0.8 — — 2.9 Corporate 0.3 — 6.4 — 6.7 Total $ 3.4 $ 0.8 $ 9.2 $ 0.2 $ 13.6 F For the year ended December 31, 2020, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Impairment Charges Other Charges Total Year Ended December 31, 2020 Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communications Management 5.8 16.1 0.3 22.2 Investment Companies - Software Solutions 0.4 2.6 — 3.0 Investment Companies - Compliance and Communications Management 5.6 40.6 — 46.2 Corporate 2.8 1.3 2.7 6.8 Total $ 15.6 $ 60.6 $ 3.0 $ 79.2 For the year ended December 31, 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Employee Terminations Impairment Charges Other Charges Total Year Ended December 31, 2019 Capital Markets - Software Solutions $ 1.4 $ — $ — $ 1.4 Capital Markets - Compliance and Communications Management (a) 5.0 0.8 0.2 6.0 Investment Companies - Software Solutions (a) 0.4 0.2 — 0.6 Investment Companies - Compliance and Communications Management 1.5 — — 1.5 Corporate (b) 0.8 2.4 0.9 4.1 Total $ 9.1 $ 3.4 $ 1.1 $ 13.6 (a) See Note 4, Goodwill and Other Intangible Assets , for further discussion regarding other intangible assets impairment charges . (b) See Note 1, Overview, Basis of Presentation and Significant Accounting Policies , for further discussion regarding the impairment charges related to an equity investment. |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Changes in the Employee Terminations Liability | Changes in the accrual for employee terminations during the year ended December 31, 2021 , were as follows: December 31, 2020 Restructuring Charges Cash Paid December 31, 2021 Employee terminations $ 8.5 $ 3.4 $ ( 9.5 ) $ 2.4 Changes in the accrual for employee terminations during the year ended December 31, 2020, were as follows: December 31, 2019 Restructuring Charges Reversals Cash Paid December 31, 2020 Employee terminations $ 1.9 $ 15.7 $ ( 0.1 ) $ ( 9.0 ) $ 8.5 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Components of Estimated Net Periodic Benefit (Income)/Cost | The components of the estima ted net pension plan (income) expense for DFIN’s pension plans for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Interest cost $ 6.2 $ 8.8 $ 10.9 Expected return on assets ( 14.2 ) ( 13.9 ) ( 14.8 ) Amortization, net 3.8 3.1 1.8 Settlements — — 3.9 Net pension plan (income) expense $ ( 4.2 ) $ ( 2.0 ) $ 1.8 Weighted-average assumption used to calculate net pension plan (income) expense: Discount rate 2.6 % 3.2 % 3.3 % Expected return on plan assets 6.0 % 6.0 % 6.3 % |
Reconciliation of Funded Status | Reconciliation of funded status Pension Benefits Other Postretirement Benefits 2021 2020 2021 2020 Benefit obligation at beginning of year $ 325.6 $ 311.3 $ 1.8 $ 1.6 Interest cost 6.2 8.7 — 0.1 Actuarial (gain) loss ( 0.4 ) 24.9 — 0.1 Foreign currency translation loss — — — 0.1 Benefits paid ( 17.4 ) ( 19.3 ) ( 0.2 ) ( 0.1 ) Benefit obligation at end of year (a) $ 314.0 $ 325.6 $ 1.6 $ 1.8 Fair value of plan assets at beginning of year $ 274.9 $ 252.7 $ — $ — Actual return on assets 14.4 40.5 — — Employer contributions 1.2 1.0 0.2 0.1 Benefits paid ( 17.4 ) ( 19.3 ) ( 0.2 ) ( 0.1 ) Fair value of plan assets at end of year $ 273.1 $ 274.9 $ — $ — Under funded status at end of year $ ( 40.9 ) $ ( 50.7 ) $ ( 1.6 ) $ ( 1.8 ) ___________ (a) As the Company’s defined benefit plan is frozen and participants do not earn additional service benefits, the projected benefit obligation and accumulated benefit obligation are the same. |
Amount Recognized on Consolidated and Combined Balance Sheets | The accumulated benefit obligation for all defined benefit pension and other postretirement benefits plans was $ 315.6 million and $ 327.4 million at December 31, 2021 and 2020, respectively. Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Accrued benefit cost (included in accrued liabilities) $ ( 1.8 ) $ ( 1.4 ) $ ( 0.1 ) $ ( 0.1 ) Pension and other postretirement benefits plans liabilities ( 39.1 ) ( 49.3 ) ( 1.5 ) ( 1.7 ) Net liabilities recognized in the Consolidated Balance Sheets $ ( 40.9 ) $ ( 50.7 ) $ ( 1.6 ) $ ( 1.8 ) |
Amounts in Accumulated Other Comprehensive Loss | The amounts included in accumulated other comprehensive loss in the audited Consolidated Balance Sheets, excluding tax effects, that have not been recognized as components of net periodic benefit cost at December 31, 2021 and 2020 were as follows: Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Accumulated other comprehensive loss: Net actuarial loss $ ( 87.6 ) $ ( 91.9 ) $ ( 0.6 ) $ ( 0.6 ) |
Amounts Recognized in Other Comprehensive Income (Loss) | The pre-tax amounts recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019 were as follows: Pension Benefits Other Postretirement Benefits Year Ended December 31, Year Ended December 31, 2021 2020 2019 2021 2020 2019 Amortization of: Net actuarial loss $ 3.7 $ 3.1 $ 1.8 $ 0.1 $ — $ — Amounts arising during the period: Settlements — — 3.9 — — — Net actuarial gain (loss) 0.6 1.7 ( 11.8 ) — ( 0.2 ) ( 0.6 ) Total $ 4.3 $ 4.8 $ ( 6.1 ) $ 0.1 $ ( 0.2 ) $ ( 0.6 ) |
Weighted Average Assumptions Used to Determine Benefit Obligation | The weighted average assumptions used to determine the benefit obligati on at December 31 were as follows: Pension Benefits Other Postretirement Benefits December 31, December 31, 2021 2020 2021 2020 Discount rate 2.9 % 2.6 % 2.7 % 2.2 % Interest crediting rate 2.4 % 1.9 % N/A N/A |
Expected Benefit Payments | Benefit payments are expected to be paid as follows: Pension Benefits Other Postretirement Benefits 2022 $ 18.2 $ 0.1 2023 18.4 0.1 2024 19.0 0.1 2025 18.5 0.1 2026 19.3 0.1 2027-2031 89.3 0.5 |
Allocation of Plan Assets | The fair values of the Company’s pension plan assets at December 31, 2021 and 2020, by asset category were as follows: December 31, 2021 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 2.8 $ 1.5 $ 1.3 Fixed Income 25.6 — 25.6 Assets measured at NAV 244.7 — — Total $ 273.1 $ 1.5 $ 26.9 December 31, 2020 Asset Category Total Level 1 Level 2 Cash and cash equivalents $ 3.3 $ 0.6 $ 2.7 Real estate funds 10.2 — 10.2 Fixed Income 23.8 — 23.8 Assets measured at NAV 237.6 — — Total $ 274.9 $ 0.6 $ 36.7 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Earnings from Operations Before Income Taxes | Income taxes have been based on the following components of earnings (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 U.S. $ 173.6 $ ( 28.3 ) $ 54.1 Foreign 24.2 10.8 ( 2.0 ) Earnings (loss) before income taxes $ 197.8 $ ( 17.5 ) $ 52.1 |
Components of Income Tax Expense (Benefit) from Operations | The components of income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Current: U.S. Federal $ 33.5 $ 21.1 $ 7.7 U.S. State and Local 14.7 10.0 2.3 Foreign 4.0 3.7 2.0 Current income tax expense 52.2 34.8 12.0 Deferred: U.S. Federal 1.2 ( 20.9 ) 2.3 U.S. State and Local 0.4 ( 6.4 ) 0.4 Foreign ( 1.9 ) 0.9 ( 0.2 ) Deferred income tax (benefit) expense ( 0.3 ) ( 26.4 ) 2.5 Total income tax expense $ 51.9 $ 8.4 $ 14.5 |
Reconciliation of Differences Between U.S. Federal Statutory and Effective Income Tax Rate | The following table outlines the reconciliation of differences between the U.S. Federal statutory tax rate and the Company’s worldwide effective income tax rate: Year Ended December 31, 2021 2020 2019 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of U.S. federal income tax benefit 5.9 ( 8.7 ) 6.8 Global intangible low-taxed income provision 0.8 — — Non-deductible expenses 0.5 ( 17.0 ) 4.6 Adjustment of uncertain tax positions and interest 0.4 ( 3.1 ) 0.4 Provision to return 0.1 0.7 ( 7.2 ) Changes in valuation allowances ( 1.5 ) ( 10.5 ) 6.4 Foreign-derived intangible income ( 0.6 ) 10.2 ( 1.9 ) Credits and incentives ( 0.5 ) 4.7 ( 1.6 ) Goodwill impairment — ( 45.3 ) — Foreign tax rate differential — ( 0.7 ) ( 0.8 ) Tax-exempt income and expense — 0.6 ( 0.1 ) Other 0.1 0.1 0.2 Effective income tax rate 26.2 % ( 48.0 %) 27.8 % |
Significant Deferred Tax Assets and Liabilities | The significant deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Deferred tax assets: Accrued liabilities and other reserves $ 28.6 $ 26.2 Lease liabilities 14.4 15.4 Pension and other postretirement benefit plans liabilities 11.9 15.0 Net operating losses and other tax carryforwards 10.1 11.6 Share-based compensation 3.9 3.2 Allowance for doubtful accounts 3.4 2.5 Other 1.7 0.7 Total deferred tax assets 74.0 74.6 Valuation allowances ( 4.8 ) ( 7.5 ) Total deferred tax assets $ 69.2 $ 67.1 Deferred tax liabilities: Accelerated depreciation $ ( 14.6 ) $ ( 11.3 ) Right-of-use assets ( 8.5 ) ( 10.7 ) Other intangible assets ( 8.8 ) ( 7.8 ) Prepaid assets ( 1.0 ) ( 0.4 ) Other ( 4.6 ) ( 2.9 ) Total deferred tax liabilities ( 37.5 ) ( 33.1 ) Net deferred tax assets $ 31.7 $ 34.0 |
Transactions Affecting Valuation Allowance on Deferred Tax Assets | Transactions affecting the valuation allowances on deferred tax assets during the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 7.5 $ 5.2 $ 2.1 (Income) expense, net ( 2.7 ) 2.3 3.1 Balance, end of year $ 4.8 $ 7.5 $ 5.2 |
Unrecognized Tax Benefits | Changes in the Company’s unrecognized tax benefits at December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Balance, beginning of year $ 1.3 $ 0.5 $ 0.3 Additions for tax positions of the current year 0.3 0.3 0.1 Additions for tax positions of prior years 0.7 0.5 0.1 Settlements during the year ( 0.1 ) — — Balance, end of year $ 2.2 $ 1.3 $ 0.5 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of the Company's Debt | The Company’s debt as of December 31, 2021 and 2020 consisted of the following: December 31, 2021 2020 Term Loan A Facility $ 125.0 $ — 8.25 % senior notes due October 15, 2024 — 233.0 Unamortized debt issuance costs ( 1.0 ) ( 2.5 ) Total long-term debt $ 124.0 $ 230.5 |
Summary of Interest Expense | The following table summarizes interest expense, net included in the audited Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 Interest incurred $ 19.8 $ 25.6 $ 34.3 Loss (gain) on debt extinguishment and other interest income 6.8 ( 2.7 ) 4.1 Less: capitalized interest — ( 0.1 ) ( 0.3 ) Interest expense, net $ 26.6 $ 22.8 $ 38.1 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 (loss) per share calculation and the anti-dilutive share-based awards for the years ended December 31, 2021, 2020 and 2019, were as follows: Year Ended December 31, 2021 2020 2019 Net earnings (loss) per share: Basic $ 4.36 $ ( 0.76 ) $ 1.10 Diluted 4.14 ( 0.76 ) 1.10 Numerator: Net earnings (loss) $ 145.9 $ ( 25.9 ) $ 37.6 Denominator: Weighted average number of common shares outstanding 33.5 33.9 34.1 Dilutive awards 1.7 — 0.2 Diluted weighted average number of common shares outstanding 35.2 33.9 34.3 Weighted average number of anti-dilutive share-based awards: Restricted stock units — 0.4 0.7 Stock options — 0.8 0.8 Total — 1.2 1.5 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Summary of Annual Weighted-Average Assumptions | The following table summarizes the annual weighted-average assumptions for the year ended December 31, 2019: 2019 Expected volatility 27.47 % Risk-free interest rate 2.58 % Expected life (years) 6.25 Expected dividend yield 0.00 % |
Summary of Stock Option Awards Outstanding | Stock option awards outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Average Weighted- Remaining Aggregate Shares Under Average Contractual Intrinsic Option Exercise Term Value (thousands) Price (years) (millions) Outstanding at December 31, 2020 715 $ 18.91 6.3 $ 0.5 Exercised ( 128 ) 19.13 — 1.8 Cancelled/forfeited/expired ( 25 ) 31.03 — — Outstanding at December 31, 2021 562 18.30 5.9 16.2 Vested and expected to vest at December 31, 2021 560 $ 18.31 5.9 $ 16.1 Exercisable at December 31, 2021 403 $ 19.27 5.6 $ 11.2 |
Summary of Nonvested Restricted Stock Unit Awards | RSUs outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2020 1,376 $ 10.53 Granted 499 28.38 Vested ( 653 ) 10.71 Forfeited ( 63 ) 18.01 Nonvested at December 31, 2021 1,159 $ 17.71 |
Summary of Nonvested Performance Share Units | PSUs outstanding as of December 31, 2021 and 2020, and changes during the year ended December 31, 2021, were as follows: Weighted- Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2020 872 $ 12.13 Granted 336 27.84 Vested ( 244 ) 15.25 Forfeited ( 11 ) 8.98 Nonvested at December 31, 2021 953 $ 16.77 |
Schedule of Performance Period of Shares Award | The 2020 and 2021 PSU awards consist of four independent performance periods, including three annual performance periods and one three-year cumulative period, and one 2020 award consists of a cumulative 2021 - 2022 performance period. The performance period for the shares awarded in 2019 is January 1, 2019 through December 31, 2021. Year Granted Performance/ Service Period Estimated or Actual Attainment PSUs Outstanding as of December 31, 2021 Estimated PSU Attainment or Actual PSUs Earned 2021 2021 200 % (a) 84 168 2021 2022 (b) 77 — 2021 2023 (b) 77 — 2021 2021 - 2023 100 % (c) 77 77 315 245 2020 2020 138 % (a) 80 110 2020 2021 200 % (a) 80 160 2020 2022 (b) 80 — 2020 2020 - 2022 163 % (c) 80 130 2020 2021 - 2022 100 % 20 20 340 420 2019 2019 - 2021 128 % (a) 298 380 ___________ (a) Amounts represent actual attainment and actual PSUs earned as the performance period is complete. (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 estimated attainment until the end of the second service year. |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Components of Other Comprehensive Income (Loss) and Income Tax Expense Allocated to Each Component | The components of other comprehensive income (loss) and income tax expense (benefit) allocated to each component for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 0.8 ) $ ( 0.1 ) $ ( 0.7 ) $ 0.7 $ 0.2 $ 0.5 $ 3.0 $ — $ 3.0 Adjustment for net periodic pension and other postretirement benefits plans 4.4 1.2 3.2 4.6 1.3 3.3 ( 6.7 ) ( 1.8 ) ( 4.9 ) Other comprehensive income (loss) $ 3.6 $ 1.1 $ 2.5 $ 5.3 $ 1.5 $ 3.8 $ ( 3.7 ) $ ( 1.8 ) $ ( 1.9 ) |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component for the years ended December 31, 2021, 2020 and 2019: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2018 $ ( 66.0 ) $ ( 16.7 ) $ ( 82.7 ) Other comprehensive income before reclassifications 1.3 3.0 4.3 Amounts reclassified from accumulated other comprehensive loss ( 6.2 ) — ( 6.2 ) Net change in accumulated other comprehensive loss ( 4.9 ) 3.0 ( 1.9 ) Balance at December 31, 2019 $ ( 70.9 ) $ ( 13.7 ) $ ( 84.6 ) Other comprehensive income before reclassifications — 0.5 0.5 Amounts reclassified from accumulated other comprehensive loss 3.3 — 3.3 Net change in accumulated other comprehensive loss 3.3 0.5 3.8 Balance at December 31, 2020 $ ( 67.6 ) $ ( 13.2 ) $ ( 80.8 ) Other comprehensive loss before reclassifications — ( 0.3 ) ( 0.3 ) Amounts reclassified from accumulated other comprehensive loss 3.2 ( 0.4 ) 2.8 Net change in accumulated other comprehensive loss 3.2 ( 0.7 ) 2.5 Balance at December 31, 2021 $ ( 64.4 ) $ ( 13.9 ) $ ( 78.3 ) |
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost | Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 3.8 $ 3.1 $ 1.8 Reclassification of translation adjustment (b) ( 0.5 ) — — Reclassifications before tax 3.3 3.1 1.8 Income tax expense 1.1 0.9 0.5 Reclassifications, net of tax $ 2.2 $ 2.2 $ 1.3 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net, in the audited Consolidated Statements of Operations (see Note 7, Retirement Plans ). (b) Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the audited Consolidated Statements of Operations. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 within the audited Consolidated Financial Statements. Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2021 Capital Markets - Software Solutions $ 181.0 $ 30.4 $ 186.6 $ 16.7 $ 18.8 Capital Markets - Compliance and Communications Management 561.5 242.6 418.3 5.9 3.0 Investment Companies - Software Solutions 89.0 8.9 91.2 12.6 13.0 Investment Companies - Compliance and Communications Management 161.8 15.0 49.3 4.7 2.9 Total operating segments 993.3 296.9 745.4 39.9 37.7 Corporate — ( 77.6 ) 137.9 0.4 4.6 Total $ 993.3 $ 219.3 $ 883.3 $ 40.3 $ 42.3 Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2020 Capital Markets - Software Solutions $ 133.2 $ 8.5 $ 167.7 $ 13.1 $ 14.8 Capital Markets - Compliance and Communications Management 424.0 120.6 389.6 14.4 3.4 Investment Companies - Software Solutions 67.0 ( 1.7 ) 91.8 12.0 9.5 Investment Companies - Compliance and Communications Management 270.3 ( 43.1 ) 67.7 10.0 2.1 Total operating segments 894.5 84.3 716.8 49.5 29.8 Corporate — ( 80.7 ) 148.8 1.4 1.3 Total $ 894.5 $ 3.6 $ 865.6 $ 50.9 $ 31.1 Total Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Year Ended December 31, 2019 Capital Markets - Software Solutions $ 126.7 $ 9.6 $ 164.8 $ 12.6 $ 15.2 Capital Markets - Compliance and Communications Management 389.7 86.3 408.7 15.3 6.4 Investment Companies - Software Solutions 62.6 ( 7.8 ) 100.4 12.7 15.4 Investment Companies - Compliance and Communications Management 295.7 29.4 121.7 8.9 6.9 Total operating segments 874.7 117.5 795.6 49.5 43.9 Corporate — ( 39.0 ) 91.3 0.1 0.9 Total $ 874.7 $ 78.5 $ 886.9 $ 49.6 $ 44.8 (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. |
Schedule of Corporate Assets | Corporate assets primarily consisted of the following: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 54.5 $ 73.6 Prepaid expenses and other current assets 13.0 6.1 Operating lease right-of-use assets 4.4 8.3 Deferred income taxes, net of valuation allowance 31.7 34.0 Other noncurrent assets 20.5 23.0 |
Geographic Area Information (Ta
Geographic Area Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Long-lived Assets by Geographic Region | The Company’s net sales and long-lived assets by geographic region for the years ended December 31, 2021, 2020 and 2019 were as follows: U.S. Asia Europe Canada Other Consolidated Year Ended December 31, 2021 Net sales $ 856.5 $ 55.5 $ 42.0 $ 38.0 $ 1.3 $ 993.3 Long-lived assets (a) 130.6 8.9 13.3 0.4 — 153.2 Year Ended December 31, 2020 Net sales $ 778.9 $ 51.1 $ 34.3 $ 28.6 $ 1.6 $ 894.5 Long-lived assets (a) 127.5 8.0 8.7 0.5 — 144.7 Year Ended December 31, 2019 Net sales $ 761.4 $ 46.8 $ 34.5 $ 29.4 $ 2.6 $ 874.7 Long-lived assets (a) 178.3 11.0 4.2 1.0 — 194.5 (a) Includes property, plant and equipment, net; software, net; operating lease right-of-use assets and other noncurrent assets. |
Overview, Basis of Presentati_4
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Millions | Sep. 27, 2019USD ($) | Dec. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Number Of Operating Segments | Segment | 4 | ||||||
Segment Reporting, Disclosure of Major Customers | No single customer comprised more than 10% of net sales for the years ended December 31, 2021, 2020 or 2019. | ||||||
Prepaid expenses | $ 11 | $ 11 | $ 7.2 | ||||
Depreciation expense | $ 6.4 | 8.1 | $ 7.7 | ||||
Sale leaseback transaction description | On September 27, 2019, the Company entered into a sale-leaseback agreement in which it sold a building and land at fair market value for proceeds of $30.6 million, and entered into an operating lease of the property through September 2029 with the option to terminate after three years. | ||||||
Operating lease, Option to terminate description | option to terminate after three years | ||||||
Net gain on the sale of property | 19.2 | ||||||
Proceeds from sale of building, machinery and equipment | $ 30.6 | ||||||
Real Estate Held for sale | 2.6 | $ 2.6 | 5.5 | ||||
Land sales price including demo reimbursement | 12.9 | ||||||
Non cash impairment charges | 9.2 | 60.6 | $ 3 | ||||
Equity investments carrying value | 5.1 | 5.1 | |||||
Available for sale securities sold percentage | 50.00% | 50.00% | |||||
Proceed From Sale of Available for Sale Securities Equity | $ 12.8 | $ 12.8 | |||||
Unrealized gain on investment | 0.4 | 0 | 6.8 | ||||
Goodwill impairment loss | 0 | 40.6 | |||||
Equity Securities | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Non cash impairment charges | 5.9 | $ 2 | |||||
Equity investments carrying value | $ 8 | $ 8 | 13.4 | ||||
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 | $ 32.8 | $ 30.4 | $ 27.6 | ||||
Buildings | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Non cash impairment charges | $ 2.8 | ||||||
Buildings | Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Buildings | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Estimated useful life | 40 years | ||||||
Leasehold Improvements | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
Machinery and Equipment | Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Estimated useful life | 3 years | ||||||
Machinery and Equipment | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Estimated useful life | 13 years |
Overview, Basis of Presentati_5
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Financing Receivable Allowance For Credit Losses [Line Items] | |||||||||
Balance, beginning of year | $ 7.7 | [1] | $ 10.5 | [1] | $ 7.7 | [1] | $ 7.9 | ||
Provisions charged to expense and reclassification | 2.8 | 3.8 | 3.2 | ||||||
Write-offs and other | (0.6) | (1.5) | (3.4) | ||||||
Balance, end of year | [1] | 12.7 | 10.5 | 7.7 | |||||
Adoption of ASU 2016-13 | |||||||||
Financing Receivable Allowance For Credit Losses [Line Items] | |||||||||
Prior period reclassification adjustment | $ 0.5 | $ 0 | [2] | $ 0.5 | [2] | $ 0 | [2] | ||
[1] | As of December 31, 2021, the CECL reserve balance is comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2020, the CECL reserve balance is comprised of a $ 10.1 million provision for accounts receivable and a $ 0.4 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the audited Consolidated Balance Sheets. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $ 7.7 million allowance for doubtful accounts. | ||||||||
[2] | On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. |
Overview, Basis of Presentati_6
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Parenthetical) (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||
Accounts and Financing Receivable, Allowance for Credit Loss | $ 12 | $ 10.1 | |||||
Provision of unbilled receivables and contract assets | 0.7 | 0.4 | |||||
Adoption of ASU 2016-13 | |||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||
Receivables, allowance for doubtful accounts | $ 7.7 | ||||||
Prior period reclassification adjustment | $ 0.5 | $ 0 | [1] | $ 0.5 | [1] | $ 0 | [1] |
[1] | On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and recorded a $ 0.5 million cumulative-effect adjustment to retained earnings. |
Overview, Basis of Presentati_7
Overview, Basis of Presentation and Significant Accounting Policies - Components of Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Raw materials and manufacturing supplies | $ 2.8 | $ 2.5 |
Work in process | 2.8 | 2.4 |
Total | $ 5.6 | $ 4.9 |
Overview, Basis of Presentati_8
Overview, Basis of Presentation and Significant Accounting Policies - Components of Company's Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 89.6 | $ 122.8 |
Less: Accumulated depreciation | (70.9) | (110.8) |
Total | 18.7 | 12 |
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 | 20.8 | 24.1 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 68.5 | $ 98.4 |
Overview, Basis of Presentati_9
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Realized and Unrealized Gains on Equity Securities Recorded in Investment and Other Income in Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Securities, FV-NI, Gain (Loss), Alternative [Abstract] | |||
Net gain on equity securities | $ 0.4 | $ 0 | $ 13.6 |
Less: net gain recognized on equity securities sold | 0 | 0 | (6.8) |
Unrealized net gain recognized on equity securities still held at the reporting date | $ 0.4 | $ 0 | $ 6.8 |
Overview, Basis of Presentat_10
Overview, Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued sales commissions | $ 66.5 | $ 39 |
Accrued Incentive Compensation | 61.2 | 39.7 |
Customer-related liabilities | 36.8 | 23.4 |
Other employee-related liabilities | 23.8 | 19.7 |
Other | 18.9 | 42.8 |
Accrued liabilities | $ 207.2 | $ 164.6 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | ||
Unbilled receivables | $ 46.7 | $ 39.1 |
Contract assets | 24.9 | $ 18.5 |
Invoiced to customers amount that exceeded estimates of standalone selling price | 29.5 | |
Revenue recognized included in deferred revenue | $ 20.4 |
Revenue (Additional Information
Revenue (Additional Information 1) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 93 |
Revenue, Remaining Performance Obligation, Percentage | 43.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue between Tech-Enabled Services, Software Solutions and Print and Distribution by Reportable Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total net sales | $ 993.3 | $ 894.5 | $ 874.7 |
Tech-enabled Services | |||
Total net sales | 519.5 | 409.2 | 364.7 |
Software Solutions | |||
Total net sales | 270 | 200.2 | 189.3 |
Print and Distribution | |||
Total net sales | 203.8 | 285.1 | 320.7 |
Capital Markets - Software Solutions | |||
Total net sales | 181 | 133.2 | 126.7 |
Capital Markets - Software Solutions | Tech-enabled Services | |||
Total net sales | 0 | 0 | 0 |
Capital Markets - Software Solutions | Software Solutions | |||
Total net sales | 181 | 133.2 | 126.7 |
Capital Markets - Software Solutions | Print and Distribution | |||
Total net sales | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | |||
Total net sales | 561.5 | 424 | 389.7 |
Capital Markets - Compliance and Communications Management | Tech-enabled Services | |||
Total net sales | 443.1 | 314.4 | 269 |
Capital Markets - Compliance and Communications Management | Software Solutions | |||
Total net sales | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | Print and Distribution | |||
Total net sales | 118.4 | 109.6 | 120.7 |
Investment Companies - Software Solutions | |||
Total net sales | 89 | 67 | 62.6 |
Investment Companies - Software Solutions | Tech-enabled Services | |||
Total net sales | 0 | 0 | 0 |
Investment Companies - Software Solutions | Software Solutions | |||
Total net sales | 89 | 67 | 62.6 |
Investment Companies - Software Solutions | Print and Distribution | |||
Total net sales | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | |||
Total net sales | 161.8 | 270.3 | 295.7 |
Investment Companies - Compliance and Communications Management | Tech-enabled Services | |||
Total net sales | 76.4 | 94.8 | 95.7 |
Investment Companies - Compliance and Communications Management | Software Solutions | |||
Total net sales | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | Print and Distribution | |||
Total net sales | $ 85.4 | $ 175.5 | $ 200 |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Balance beginning | $ 21.7 | $ 13.1 |
Deferral of revenue | 138.5 | 56 |
Revenue recognized | (124.2) | (47.4) |
Balance ending | $ 36 | $ 21.7 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) - USD ($) | Dec. 13, 2021 | Dec. 18, 2018 | Jul. 22, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 17, 2018 |
Acquisitions And Dispositions [Line Items] | ||||||||
Paid for initial consideration of business acquisition | $ 3,600,000 | $ 0 | $ 4,500,000 | |||||
Gain (loss) on sale of business | $ 0 | 0 | (4,000,000) | |||||
Language Solutions | ||||||||
Acquisitions And Dispositions [Line Items] | ||||||||
Proceeds from disposition | $ 77,500,000 | |||||||
Other Operating Income | Language Solutions | ||||||||
Acquisitions And Dispositions [Line Items] | ||||||||
Gain (loss) on sale of business | (4,000,000) | $ 53,800,000 | ||||||
eBrevia | ||||||||
Acquisitions And Dispositions [Line Items] | ||||||||
Percentage of investment held in prior to acquisition | 12.80% | |||||||
Business consideration including contingent consideration | $ 23,300,000 | |||||||
Cash Acquired from Acquisition | 200,000 | |||||||
Paid for initial consideration of business acquisition | $ 4,500,000 | |||||||
Additional paid for initial consideration of business acquisition | $ 1,900,000 | |||||||
Guardum | ||||||||
Acquisitions And Dispositions [Line Items] | ||||||||
Cash Acquired from Acquisition | $ 100,000 | |||||||
Asset acquisition percentage | 33.00% | |||||||
Asset acquisition of remaining equity | $ 3,600,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($)ReportingUnit | Dec. 31, 2019USD ($) | |
Goodwill And Other Intangible Assets [Line Items] | |||
Number of operating segments | Segment | 4 | ||
Number of reportable units | ReportingUnit | 4 | ||
Goodwill impairment | $ 0 | $ 40.6 | |
Non cash impairment charges | 40.6 | ||
Amortization expense for other intangible assets | $ 1.1 | $ 12.4 | $ 14.3 |
Weighted-average remaining useful life for unamortized intangible assets | 12 years | ||
Customer Relationships | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Impairment charges of intangible assets | $ 1 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Balances of Goodwill by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 449.7 | ||
Accumulated impairment charges | $ (40.6) | ||
Goodwill, beginning balance | $ 409.9 | ||
Foreign exchange and other adjustments | 0.1 | 0.8 | |
Goodwill, ending balance | 410 | 409.9 | |
Capital Markets - Software Solutions | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 103.6 | ||
Accumulated impairment charges | 0 | ||
Goodwill, beginning balance | 103.7 | ||
Foreign exchange and other adjustments | 0 | 0.1 | |
Goodwill, ending balance | 103.7 | 103.7 | |
Capital Markets - Compliance and Communications Management | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 252.5 | ||
Accumulated impairment charges | 0 | ||
Goodwill, beginning balance | 253 | ||
Foreign exchange and other adjustments | 0.1 | 0.5 | |
Goodwill, ending balance | 253.1 | 253 | |
Investment Companies - Software Solutions | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 53 | ||
Accumulated impairment charges | 0 | ||
Goodwill, beginning balance | 53.2 | ||
Foreign exchange and other adjustments | 0 | 0.2 | |
Goodwill, ending balance | 53.2 | 53.2 | |
Investment Companies - Compliance and Communications Management | |||
Goodwill [Line Items] | |||
Goodwill, Gross | $ 40.6 | ||
Accumulated impairment charges | (40.6) | ||
Goodwill, beginning balance | 0 | ||
Foreign exchange and other adjustments | 0 | 0 | |
Goodwill, ending balance | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11.4 | $ 11.7 |
Accumulated Amortization | (2.7) | (1.9) |
Net Book Value | 8.7 | 9.8 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10.4 | 10.4 |
Accumulated Amortization | (2.1) | (1.4) |
Net Book Value | 8.3 | 9 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1 | 1 |
Accumulated Amortization | (0.6) | (0.4) |
Net Book Value | 0.4 | 0.6 |
Software License | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0 | 0.3 |
Accumulated Amortization | 0 | (0.1) |
Net Book Value | $ 0 | $ 0.2 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 |
Software License | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful life of computer software | 3 years | 3 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 0.9 | |
2023 | 0.9 | |
2024 | 0.7 | |
2025 | 0.7 | |
2026 | 0.7 | |
2027 and thereafter | 4.8 | |
Net Book Value | $ 8.7 | $ 9.8 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Minimum non-cancelable sublease rental commitments | $ 17.3 | $ 20.6 |
Impairment charges, operating lease ROU asset | $ 0.5 | 18.2 |
Acceleration of rent expense associated with abandoned operating leases | $ 2.2 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Original lease terms | 1 year | |
Remaining lease terms | less than a year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Original lease terms | thirty-five years | |
Remaining lease terms | 8 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 19.2 | $ 26.6 | $ 26.2 |
Sublease income | (4.3) | (4.5) | (5.1) |
Net operating lease expense | 14.9 | 22.1 | 21.1 |
Amortization of ROU asset | 0.8 | 0 | 0 |
Interest on lease liability | 0.1 | 0 | 0 |
Total finance lease expense | $ 0.9 | $ 0 | $ 0 |
Leases - Summary of Company's F
Leases - Summary of Company's Finance Lease Liabilities in Condensed Consolidated Balance Sheets (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Property, plant and equipment, net | $ 7.5 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net |
Accrued liabilities | $ 1.6 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current |
Other noncurrent liabilities | $ 5.9 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Finance Lease, Liability, Total | $ 7.5 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid related to operating lease liabilities | $ 23.2 | $ 25.5 | $ 27.9 |
Cash paid related to finance leases | 0.8 | 0 | 0 |
Non-cash disclosure | |||
Increase in operating lease liability due to new ROU assets | 4.2 | 6 | 9.9 |
Increase (decrease) in operating lease liability due to lease modifications and remeasurements | 3.2 | 6 | (7.9) |
Increase in finance lease liabilities due to new ROU assets | $ 8.3 | $ 0 | $ 0 |
Weighted-average remaining operating lease term | 4 years | 4 years 7 months 6 days | |
Weighted-average remaining finance lease term | 4 years 4 months 24 days | ||
Weighted-average operating lease discount rate | 3.80% | 4.10% | |
Weighted-average finance lease discount rate | 2.30% | 0.00% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities for Operating and Finance Leases (Details) $ in Millions | Dec. 31, 2021USD ($) |
Operating Leases: | |
2022 | $ 19.4 |
2023 | 15.3 |
2024 | 12.4 |
2025 | 8.5 |
2026 | 3.5 |
2027 and thereafter | 2.4 |
Total lease payments | 61.5 |
Less: Interest | (4.2) |
Total operating lease liabilities | 57.3 |
Finance Leases: | |
2022 | 1.8 |
2023 | 1.8 |
2024 | 1.8 |
2025 | 1.7 |
2026 | 0.9 |
2027 and thereafter | 0 |
Total lease payments | 8 |
Less: Interest | (0.5) |
Total finance lease liabilities | $ 7.5 |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Charges - Schedule of Restructuring and Other Charges by Segment Recognized in Results of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | $ 3.4 | $ 15.6 | $ 9.1 | |
Other Restructuring Charges | 0.8 | |||
Impairment Charges | 9.2 | 60.6 | 3.4 | |
Other Charges | 0.2 | 3 | 1.1 | |
Total | 13.6 | 79.2 | 13.6 | |
Operating Segments | Capital Markets - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.4 | 1 | 1.4 | |
Other Restructuring Charges | 0 | |||
Impairment Charges | 0 | 0 | 0 | |
Other Charges | 0 | 0 | 0 | |
Total | 0.4 | 1 | 1.4 | |
Operating Segments | Capital Markets - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.5 | 5.8 | 5 | [1] |
Other Restructuring Charges | 0 | |||
Impairment Charges | 2.8 | 16.1 | 0.8 | |
Other Charges | 0.2 | 0.3 | 0.2 | |
Total | 3.5 | 22.2 | 6 | |
Operating Segments | Investment Companies - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.1 | 0.4 | 0.4 | [1] |
Other Restructuring Charges | 0 | |||
Impairment Charges | 0 | 2.6 | 0.2 | |
Other Charges | 0 | 0 | 0 | |
Total | 0.1 | 3 | 0.6 | |
Operating Segments | Investment Companies - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 2.1 | 5.6 | 1.5 | |
Other Restructuring Charges | 0.8 | |||
Impairment Charges | 0 | 40.6 | 0 | |
Other Charges | 0 | 0 | 0 | |
Total | 2.9 | 46.2 | 1.5 | |
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.3 | 2.8 | 0.8 | [2] |
Other Restructuring Charges | 0 | |||
Impairment Charges | 6.4 | 1.3 | 2.4 | |
Other Charges | 0 | 2.7 | 0.9 | |
Total | $ 6.7 | $ 6.8 | $ 4.1 | |
[1] | See Note 4, Goodwill and Other Intangible Assets , for further discussion regarding other intangible assets impairment charges | |||
[2] | See Note 1, Overview, Basis of Presentation and Significant Accounting Policies , for further discussion regarding the impairment charges related to an equity investment. |
Restructuring, Impairment and_4
Restructuring, Impairment and Other Charges - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)Employee | Dec. 31, 2020USD ($)Employee | Dec. 31, 2019USD ($)Employee | Jan. 01, 2019USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | $ 3.4 | $ 15.6 | $ 9.1 | |
Number of employees used to determine employee termination costs | Employee | 175 | 470 | 270 | |
Goodwill impairment | $ 0 | $ 40.6 | ||
Impairment charges, operating lease ROU asset | 0.5 | 18.2 | ||
Impairment Charges | 9.2 | 60.6 | $ 3.4 | |
Other Charges | $ 0.2 | 3 | $ 1.1 | |
Lease terminations and other | ASU 2016-02 | Prior Period Accounting Standards Update | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring reserve | $ 1.1 | |||
Software Assets [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Impairment Charges | 1.8 | |||
Level 3 | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Fair value of ROU asset | $ 0.3 |
Restructuring, Impairment and_5
Restructuring, Impairment and Other Charges - Schedule of Changes in the Employee Terminations Liability (Details) - Employee Severance - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||
Balance at the beginning | $ 8.5 | $ 1.9 |
Restructuring Charges | 3.4 | 15.7 |
Reversals | (0.1) | |
Cash Paid | (9.5) | (9) |
Balance at the end | $ 2.4 | $ 8.5 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Threshold for recognition in net periodic benefit costs, percentage of projected benefit obligation or fair value of plan assets | 10.00% | ||
Net pension plan (income) expense | $ (4,200,000) | $ (2,000,000) | $ 1,800,000 |
Pension and postretirement contributions | 1,400,000 | 1,100,000 | 1,000,000 |
Defined benefit plan, accumulated benefit obligation | 315,600,000 | 327,400,000 | |
Total expense attributable to defined contribution retirement savings plan, employer contribution | $ 17,300,000 | 5,300,000 | 0 |
Return Seeking Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation percentage | 30.00% | ||
Fixed Income Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation percentage | 70.00% | ||
Net Investment and Other Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Non-cash pension settlement charges | 3,900,000 | ||
Lump-sum Pension Payment | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss | $ 6,400,000 | ||
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss | $ 400,000 | (24,900,000) | |
Pension and postretirement contributions | 1,200,000 | ||
Pension and other postretirement expected contributions for next year | 1,800,000 | ||
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss | 0 | $ (100,000) | |
Pension and postretirement contributions | 200,000 | ||
Pension and other postretirement expected contributions for next year | $ 100,000 |
Retirement Plans - Components o
Retirement Plans - Components of Estimated Net Periodic Benefit (Income)/Cost (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 6.2 | $ 8.8 | $ 10.9 |
Expected return on assets | 14.2 | (13.9) | (14.8) |
Amortization, net | (3.8) | 3.1 | 1.8 |
Settlements | 0 | 0 | 3.9 |
Net pension (income) expense | $ (4.2) | $ (2) | $ 1.8 |
Weighted-average assumption used to calculate net pension (income) cost: | |||
Discount rate | 2.60% | 3.20% | 3.30% |
Expected return on plan assets | 6.00% | 6.00% | 6.30% |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 6.2 | $ 8.7 |
Retirement Plans - Reconciliati
Retirement Plans - Reconciliation of Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Interest cost | $ 6.2 | $ 8.8 | $ 10.9 | ||
Pension Plan | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation at beginning of year | 325.6 | [1] | 311.3 | ||
Interest cost | 6.2 | 8.7 | |||
Actuarial (gain) loss | (0.4) | 24.9 | |||
Foreign currency translation loss | 0 | 0 | |||
Benefits paid | (17.4) | (19.3) | |||
Benefit obligation at end of year | 314 | [1] | 325.6 | [1] | 311.3 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Fair value of plan assets at beginning of year | 274.9 | 252.7 | |||
Actual return on assets | 14.4 | 40.5 | |||
Employer contributions | 1.2 | 1 | |||
Benefits paid | (17.4) | (19.3) | |||
Fair value of plan assets at end of year | 273.1 | 274.9 | 252.7 | ||
Under funded status at end of year | (40.9) | (50.7) | |||
Other Postretirement Benefit Plan | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation at beginning of year | 1.8 | [1] | 1.6 | ||
Interest cost | 0 | 0.1 | |||
Actuarial (gain) loss | 0 | 0.1 | |||
Foreign currency translation loss | 0 | 0.1 | |||
Benefits paid | (0.2) | (0.1) | |||
Benefit obligation at end of year | 1.6 | [1] | 1.8 | [1] | 1.6 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Fair value of plan assets at beginning of year | 0 | 0 | |||
Actual return on assets | 0 | 0 | |||
Employer contributions | 0.2 | 0.1 | |||
Benefits paid | (0.2) | (0.1) | |||
Fair value of plan assets at end of year | 0 | 0 | $ 0 | ||
Under funded status at end of year | $ (1.6) | $ (1.8) | |||
[1] | As the Company’s defined benefit plan is frozen and participants do not earn additional service benefits, the projected benefit obligation and accumulated benefit obligation are the same. |
Retirement Plans - Amount Recog
Retirement Plans - Amount Recognized on Consolidated and Combined Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension and other postretirement benefits plan liabilities | $ (40.6) | $ (51) |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued benefit cost (included in accrued liabilities) | (1.8) | (1.4) |
Pension and other postretirement benefits plan liabilities | (39.1) | (49.3) |
Net liabilities recognized in the Consolidated Balance Sheets | (40.9) | (50.7) |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued benefit cost (included in accrued liabilities) | (0.1) | (0.1) |
Pension and other postretirement benefits plan liabilities | (1.5) | (1.7) |
Net liabilities recognized in the Consolidated Balance Sheets | $ (1.6) | $ (1.8) |
Retirement Plans - Amounts in A
Retirement Plans - Amounts in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ (87.6) | $ (91.9) |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ (0.6) | $ (0.6) |
Retirement Plans - Amounts Reco
Retirement Plans - Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Plan | |||
Amortization of: | |||
Net actuarial loss | $ (3.7) | $ (3.1) | $ (1.8) |
Amounts arising during the period: | |||
Settlements | 0 | 0 | 3.9 |
Net actuarial gain/(loss) | 0.6 | 1.7 | (11.8) |
Total | (4.3) | (4.8) | 6.1 |
Other Postretirement Benefit Plan | |||
Amortization of: | |||
Net actuarial loss | (0.1) | 0 | 0 |
Amounts arising during the period: | |||
Settlements | 0 | 0 | 0 |
Net actuarial gain/(loss) | 0 | (0.2) | (0.6) |
Total | $ (0.1) | $ 0.2 | $ 0.6 |
Retirement Plans - Weighted Ave
Retirement Plans - Weighted Average Assumptions Used to Determine Benefit Obligation (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.90% | 2.60% |
Interest crediting rate | 2.40% | 1.90% |
Other Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.70% | 2.20% |
Retirement Plans - Expected Ben
Retirement Plans - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 18.2 |
2023 | 18.4 |
2024 | 19 |
2025 | 18.5 |
2026 | 19.3 |
2027-2031 | 89.3 |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | 0.1 |
2023 | 0.1 |
2024 | 0.1 |
2025 | 0.1 |
2026 | 0.1 |
2027-2031 | $ 0.5 |
Retirement Plans - Allocation o
Retirement Plans - Allocation of Plan Assets, Pension Plan (Details) - Pension Plan - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | $ 273.1 | $ 274.9 | $ 252.7 |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 1.5 | 0.6 | |
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 26.9 | 36.7 | |
Cash and Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 2.8 | 3.3 | |
Cash and Cash Equivalents | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 1.5 | 0.6 | |
Cash and Cash Equivalents | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 1.3 | 2.7 | |
Real Estate Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 10.2 | ||
Real Estate Funds | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | ||
Real Estate Funds | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 10.2 | ||
Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 25.6 | 23.8 | |
Fixed Income | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | 0 | |
Fixed Income | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 25.6 | 23.8 | |
Assets Measured at NAV | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 244.7 | 237.6 | |
Assets Measured at NAV | Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | 0 | 0 | |
Assets Measured at NAV | Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of the company's benefit plan assets | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Miscellaneous other obligations | $ 73 | ||
LSC Communications | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | 10.1 | $ 15.2 | |
Charges incurred MEPP obligation | 5.4 | 19 | |
Non Income Tax [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | 3.5 | 5.2 | |
LSC Communications | |||
Loss Contingencies [Line Items] | |||
Received reimbursement for payment made of MEPP Liabilities | 7.1 | ||
Present value of MEPP liabilities | $ 57 | ||
Future cash payment on MEPP liabilities annually next 5 years | $ 1.1 | ||
Blended discount rate on MEPP liabilties | 3.50% | 10.00% | |
Term of future cash payment on MEPP liabilities | 15 years | ||
Settlement of MEPP liabilities | $ 59 | ||
Future cash payment on MEPP liabilities, total | $ 12.3 | $ 103 | |
Minimum | LSC Communications | |||
Loss Contingencies [Line Items] | |||
Future cash payment on MEPP liabilities per annum | 0.8 | 1.6 | |
Maximum | LSC Communications | |||
Loss Contingencies [Line Items] | |||
Future cash payment on MEPP liabilities per annum | $ 1.1 | $ 8.5 |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Earnings from Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
U.S. | $ 173.6 | $ (28.3) | $ 54.1 |
Foreign | 24.2 | 10.8 | (2) |
Earnings (loss) before income taxes | $ 197.8 | $ (17.5) | $ 52.1 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) from Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
U.S. Federal, Current | $ 33.5 | $ 21.1 | $ 7.7 |
U.S. State and Local, Current | 14.7 | 10 | 2.3 |
Foreign, Current | 4 | 3.7 | 2 |
Current income tax expense | 52.2 | 34.8 | 12 |
U.S. Federal, Deferred | 1.2 | (20.9) | 2.3 |
U.S. State and Local, Deferred | 0.4 | (6.4) | 0.4 |
Foreign, Deferred | (1.9) | 0.9 | (0.2) |
Deferred income tax (benefit) expense | (0.3) | (26.4) | 2.5 |
Total income tax expense | $ 51.9 | $ 8.4 | $ 14.5 |
Income Taxes - Reconciliation f
Income Taxes - Reconciliation from U.S. Federal Statutory Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State and local income taxes, net of U.S. federal income tax benefit | 5.90% | (8.70%) | 6.80% |
Global intangible low-taxed income provision | 0.80% | 0.00% | 0.00% |
Non-deductible expenses | 0.50% | (17.00%) | 4.60% |
Adjustment of uncertain tax positions and interest | 0.40% | (3.10%) | 0.40% |
Provision to return | 0.10% | 0.70% | (7.20%) |
Changes in valuation allowances | (1.50%) | (10.50%) | 6.40% |
Foreign-derived intangible income | (0.60%) | 10.20% | (1.90%) |
Credits and incentives | (0.50%) | 4.70% | (1.60%) |
Goodwill impairment | 0.00% | (45.30%) | 0.00% |
Foreign tax rate differential | 0.00% | (0.70%) | (0.80%) |
Tax-exempt income and expense | 0.00% | 0.60% | (0.10%) |
Other | 0.10% | 0.10% | 0.20% |
Effective income tax rate | 26.20% | (48.00%) | 27.80% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective income tax rate | 26.20% | (48.00%) | 27.80% | |
Domestic and foreign net operating loss | $ 10,100,000 | $ 11,600,000 | ||
Net operating loss expiring between 2022 and 2041 | 5,300,000 | |||
Unrecognized tax benefits | 2,200,000 | 1,300,000 | $ 500,000 | $ 300,000 |
Unrecognized tax benefits that would impact effective tax rate | 2,200,000 | |||
Benefits from reversal of accrued penalties | 0 | 0 | 0 | |
Accrued interest related to income tax uncertainties | 0 | 0 | $ 0 | |
Accrued penalties related to income tax uncertainties | 0 | $ 0 | ||
Repatriated Earnings | $ 30,000,000 | |||
Minimum | ||||
Net operating loss carryforwards expiration year | 2022 | |||
Maximum | ||||
Net operating loss carryforwards expiration year | 2041 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Accrued liabilities and other reserves | $ 28.6 | $ 26.2 |
Lease liabilities | 14.4 | 15.4 |
Pension and other postretirement benefit plans liabilities | 11.9 | 15 |
Net operating losses and other tax carryforwards | 10.1 | 11.6 |
Share-based compensation | 3.9 | 3.2 |
Allowance for doubtful accounts | 3.4 | 2.5 |
Other | 1.7 | 0.7 |
Total deferred tax assets | 74 | 74.6 |
Valuation allowances | (4.8) | (7.5) |
Total deferred tax assets | 69.2 | 67.1 |
Accelerated depreciation | (14.6) | (11.3) |
Right-of-use assets | (8.5) | (10.7) |
Other intangible assets | (8.8) | (7.8) |
Prepaid assets | (1) | (0.4) |
Other | (4.6) | (2.9) |
Total deferred tax liabilities | (37.5) | (33.1) |
Net deferred tax assets | $ 31.7 | $ 34 |
Income Taxes - Schedule of Tran
Income Taxes - Schedule of Transactions Affecting Valuation Allowance on Deferred Tax Assets (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | |||
Balance, beginning of year | $ 7.5 | $ 5.2 | $ 2.1 |
Current year expense, net | (2.7) | 2.3 | 3.1 |
Balance, end of year | $ 4.8 | $ 7.5 | $ 5.2 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance, beginning of year | $ 1.3 | $ 0.5 | $ 0.3 |
Additions for tax positions of the current year | 0.3 | 0.3 | 0.1 |
Additions for tax positions of prior years | 0.7 | 0.5 | 0.1 |
Settlements during the year | (0.1) | 0 | 0 |
Balance, end of year | $ 2.2 | $ 1.3 | $ 0.5 |
Debt - Schedule of the Company'
Debt - Schedule of the Company's Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (1) | $ (2.5) |
Total long-term debt | 124 | 230.5 |
Term Loan A Facility | ||
Debt Instrument [Line Items] | ||
Term loan facility | 125 | 0 |
8.25% Senior Notes Due October 15, 2024 | ||
Debt Instrument [Line Items] | ||
Senior Unsecured notes | $ 0 | $ 233 |
Debt - Schedule of the Compan_2
Debt - Schedule of the Company's Debt (Parenthetical) (Details) - 8.25% Senior Notes Due October 15, 2024 | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument [Line Items] | |
Interest rate, stated percentage | 8.25% |
Maturity date | Oct. 15, 2024 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 15, 2021 | Oct. 14, 2021 | May 27, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Pre-tax gain (loss) on extinguishment of debt | $ (2,600,000) | $ 2,300,000 | $ (4,100,000) | ||||
Repayment of term loan credit facility | 312,800,000 | 63,800,000 | $ 72,500,000 | ||||
Outstanding letters of credit and bank guarantees | $ 3,200,000 | 3,200,000 | 3,700,000 | ||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings under the Revolving Facility | $ 0 | $ 0 | $ 0 | ||||
Weighted average interest rate on borrowing | 2.80% | 2.80% | 2.60% | ||||
Letters of credit outstanding reduced to available under credit agreement amount | $ 2,200,000 | $ 2,200,000 | $ 0 | ||||
Term Loan A Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term loan facility | 125,000,000 | $ 125,000,000 | 0 | ||||
8.25% Senior Notes Due October 15, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Pre-tax loss on the extinguishment of the Notes | 6,800,000 | ||||||
Fair value of senior notes | $ 247,500,000 | ||||||
Interest rate, stated percentage | 8.25% | ||||||
Maturity date | Oct. 15, 2024 | ||||||
Notional Amount | $ 233,000,000 | $ 67,000,000 | |||||
Accrued and unpaid interest | $ 9,600,000 | ||||||
Average purchase and retired price of notes | $ 95.28 | ||||||
Pre-tax gain (loss) on extinguishment of debt | $ 2,300,000 | ||||||
8.25% Senior Notes Due October 15, 2024 | Debt Instrument, Redemption, Prior October 14, 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 102.063% | ||||||
Amended and Restated Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | May 27, 2026 | ||||||
Credit facility | $ 300,000,000 | ||||||
Allowable annual dividend payment under credit agreement | 20,000,000 | $ 20,000,000 | |||||
Amended and Restated Credit Agreement | Term Loan A Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from the Company's Delayed-Draw Term Loan | $ 200,000,000 | ||||||
Fair value of senior notes | 124,200,000 | 124,200,000 | |||||
Term loan facility | 125,000,000 | $ 125,000,000 | |||||
Pre-tax loss on the extinguishment of the Notes | $ 600,000 | ||||||
Frequency of interest payable | quarterly | ||||||
Weighted average interest rate on borrowing | 2.10% | 2.10% | |||||
Long-term debt | $ 200,000,000 | ||||||
Quarterly installment payments of term loan as a percentage of original principal, Year Three | 1.25% | ||||||
Quarterly installment payments of term loan as a percentage of original principal, After Year Three | 2.50% | ||||||
Prepaid term loan | $ 75,000,000 | ||||||
Amended and Restated Credit Agreement | Term Loan A Facility [Member] | LIBOR rate [Member] | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument basis spread on variable rate | 2.00% | ||||||
Amended and Restated Credit Agreement | Term Loan A Facility [Member] | LIBOR rate [Member] | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument basis spread on variable rate | 2.50% |
Debt - Summary of Net Interest
Debt - Summary of Net Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instruments [Abstract] | |||
Interest incurred | $ 19.8 | $ 25.6 | $ 34.3 |
Loss (gain) on debt extinguishment and other interest income | (6.8) | (2.7) | 4.1 |
Less: capitalized interest | 0 | (0.1) | (0.3) |
Interest expense, net | $ 26.6 | $ 22.8 | $ 38.1 |
Earnings per Share - Reconcilia
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Basic | $ 4.36 | $ (0.76) | $ 1.10 |
Diluted | $ 4.14 | $ (0.76) | $ 1.10 |
Net (loss) earnings | $ 145.9 | $ (25.9) | $ 37.6 |
Weighted average number of common shares outstanding | 33.5 | 33.9 | 34.1 |
Dilutive awards | 1.7 | 0 | 0.2 |
Diluted weighted average number of common shares outstanding | 35.2 | 33.9 | 34.3 |
Total weighted average number of anti-dilutive share-based awards | 0 | 1.2 | 1.5 |
Restricted stock units | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Total weighted average number of anti-dilutive share-based awards | 0 | 0.4 | 0.7 |
Stock options | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Total weighted average number of anti-dilutive share-based awards | 0 | 0.8 | 0.8 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | May 13, 2021 | May 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ 19.5 | $ 13.6 | $ 8.9 | ||
Unrecognized share-based compensation expense | 19.6 | ||||
Share-based compensation expense, income tax benefit | $ 9.5 | $ 3.7 | $ 1.9 | ||
Unrecognized share-based compensation expense, vest over weighted-average period | 1 year 8 months 12 days | ||||
Share-based compensation award, options exercised | 128,000 | ||||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation award, vesting period | 3 years | ||||
Unrecognized share-based compensation expense | $ 12.2 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 1 year 10 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 499,000 | ||||
Share-based compensation award, weighted-average grant date fair value | $ 28.38 | $ 8.70 | $ 13.94 | ||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation award, weighted-average fair value of options exercised | $ 4.10 | ||||
Share-based compensation award, vesting period | 4 years | ||||
Unrecognized share-based compensation expense | $ 0.3 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 1 year | ||||
Share-based compensation award, weighted-average fair value | $ 4.67 | ||||
Share-based compensation award, options exercised | 0 | 0 | |||
Performance-Based Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 0 | $ 0.8 | ||
Performance Share Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | $ 7.1 | ||||
Unrecognized share-based compensation expense, vest over weighted-average period | 1 year 6 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 336,000 | ||||
Share-based compensation award, weighted-average grant date fair value | $ 27.84 | $ 8.73 | $ 14.15 | ||
Share-based compensation expense, targeted performance percentage | 100.00% | ||||
Performance Share Units | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Potential payout for awards | 631,000 | ||||
Performance Share Units | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Potential payout for awards | 0 | ||||
Performance Share Units | Certain Executive Officers And Senior Management | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 335,830 | ||||
2016 PIP | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares of common stock authorized | 3,400,000 | 3,400,000 | |||
Shares authorized and available for grant | 4,300,000 | ||||
2021 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 Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 315,400 | ||||
2018 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 Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,430 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Annual Weighted-Average Assumptions (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 27.47% |
Risk-free interest rate | 2.58% |
Expected life (years) | 6 years 3 months |
Expected dividend yield | 0.00% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Awards Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding at beginning of period | 715 | |
Exercised | (128) | |
Cancelled/forfeited/expired | (25) | |
Outstanding at end of period | 562 | 715 |
Vested and expected to vest at end of period | 560 | |
Exercisable at end of period | 403 | |
Outstanding at beginning of period | $ 18.91 | |
Exercised | 19.13 | |
Cancelled/forfeited/expired | 31.03 | |
Outstanding at end of period | 18.30 | $ 18.91 |
Vested and expected to vest at end of period | 18.31 | |
Exercisable at end of period | $ 19.27 | |
Outstanding Balance | 5 years 10 months 24 days | 6 years 3 months 18 days |
Vested and expected to vest at end of period | 5 years 10 months 24 days | |
Exercisable at end of period | 5 years 7 months 6 days | |
Outstanding at beginning of period | $ 0.5 | |
Excercised | 1.8 | |
Outstanding at end of period | 16.2 | $ 0.5 |
Vested and expected to vest at end of period | 16.1 | |
Exercisable at end of period | $ 11.2 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - RSUs - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested at beginning of period, Shares | 1,376 | ||
Granted, Shares | 499 | ||
Vested, Shares | (653) | ||
Forfeited, Shares | (63) | ||
Nonvested at end of period, Shares | 1,159 | 1,376 | |
Nonvested at beginning of period, Weighted Average Grant Date Fair Value | $ 10.53 | ||
Granted, Weighted Average Grant Date Fair Value | 28.38 | $ 8.70 | $ 13.94 |
Vested, Weighted Average Grant Date Fair Value | 10.71 | ||
Forfeited, Weighted Average Grant Date Fair Value | 18.01 | ||
Nonvested at end of period, Weighted Average Grant Date Fair Value | $ 17.71 | $ 10.53 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Nonvested Performance Share Units (Details) - Performance Share Units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested at beginning of period, Shares | 872 | ||
Granted, Shares | 336 | ||
Vested, Shares | (244) | ||
Forfeited, Shares | (11) | ||
Nonvested at end of period, Shares | 953 | 872 | |
Nonvested at beginning of period, Weighted Average Grant Date Fair Value | $ 12.13 | ||
Granted, Weighted Average Grant Date Fair Value | 27.84 | $ 8.73 | $ 14.15 |
Vested, Weighted Average Grant Date Fair Value | 15.25 | ||
Forfeited, Weighted Average Grant Date Fair Value | 8.98 | ||
Nonvested at end of period, Weighted Average Grant Date Fair Value | $ 16.77 | $ 12.13 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of performance period of shares award (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Estimated or actual attainment | 100.00% |
Performance Share Units | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSUs outstanding | 315 |
Estimated PSU attainment or actual PSUs earned | 245 |
Performance Share Units | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSUs outstanding | 340 |
Estimated PSU attainment or actual PSUs earned | 420 |
Performance Share Units | First Annual Performance Periods | Performance Periods 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 | 200.00% |
PSUs outstanding | 84 |
Estimated PSU attainment or actual PSUs earned | 168 |
Performance Share Units | First Annual Performance Periods | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2020 |
Performance or service period | 2020 |
Estimated or actual attainment | 138.00% |
PSUs outstanding | 80 |
Estimated PSU attainment or actual PSUs earned | 110 |
Performance Share Units | First Annual Performance Periods | Performance Periods Year Granted 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2019 |
Estimated or actual attainment | 128.00% |
PSUs outstanding | 298 |
Estimated PSU attainment or actual PSUs earned | 380 |
Performance Share Units | Second Annual Performance Periods | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2021 |
Performance or service period | 2022 |
PSUs outstanding | 77 |
Estimated PSU attainment or actual PSUs earned | 0 |
Performance Share Units | Second Annual Performance Periods | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2020 |
Performance or service period | 2021 |
Estimated or actual attainment | 200.00% |
PSUs outstanding | 80 |
Estimated PSU attainment or actual PSUs earned | 160 |
Performance Share Units | Third Annual Performance Periods | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2021 |
Performance or service period | 2023 |
PSUs outstanding | 77 |
Estimated PSU attainment or actual PSUs earned | 0 |
Performance Share Units | Third Annual Performance Periods | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2020 |
Performance or service period | 2022 |
PSUs outstanding | 80 |
Estimated PSU attainment or actual PSUs earned | 0 |
Performance Share Units | Cumulative Performance Period | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2021 |
Estimated or actual attainment | 100.00% |
PSUs outstanding | 77 |
Estimated PSU attainment or actual PSUs earned | 77 |
Performance Share Units | Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2020 |
Estimated or actual attainment | 163.00% |
PSUs outstanding | 80 |
Estimated PSU attainment or actual PSUs earned | 130 |
Performance Share Units | One Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
PSU awards year granted | 2020 |
Estimated or actual attainment | 100.00% |
PSUs outstanding | 20 |
Estimated PSU attainment or actual PSUs earned | 20 |
Performance Share Units | Maximum | Cumulative Performance Period | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2023 |
Performance Share Units | Maximum | Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2022 |
Performance Share Units | Maximum | One Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2022 |
Performance Share Units | Maximum | One Cumulative Performance Period | Performance Periods Year Granted 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2021 |
Performance Share Units | Minimum | Cumulative Performance Period | Performance Periods Year Granted 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2021 |
Performance Share Units | Minimum | Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2020 |
Performance Share Units | Minimum | One Cumulative Performance Period | Performance Periods Year Granted 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2021 |
Performance Share Units | Minimum | One Cumulative Performance Period | Performance Periods Year Granted 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance or service period | 2019 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of performance period of shares award (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Estimated attainment expense | 100.00% |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | Feb. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 18, 2021 | Feb. 04, 2020 |
Class Of Stock [Line Items] | |||||
Common stock, Authorized | 65,000,000 | 65,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Repurchases of common stock, shares | 972,881 | 1,149,489 | |||
Repurchases of common stock, value | $ 32,400,000 | $ 10,300,000 | |||
Shares repurchased average price | $ 33.30 | $ 8.92 | |||
Stock repurchase program, remaining authorized amount | $ 17,700,000 | $ 14,700,000 | |||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Outstanding common stock value authorized to repurchase under stock repurchase program | $ 50,000,000 | $ 25,000,000 | |||
Common Stock | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Outstanding common stock value authorized to repurchase under stock repurchase program | $ 150,000,000 | ||||
Stock Repurchase Program Expiration Date | Dec. 31, 2023 |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Components of Other Comprehensive Income (Loss) and Income Tax Expense Allocated to Each Component (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | $ 3.6 | $ 5.3 | $ (3.7) |
Other comprehensive (loss) income, Income Tax Expense | 1.1 | 1.5 | (1.8) |
Other comprehensive income (loss), net of tax | 2.5 | 3.8 | (1.9) |
Translation adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | (0.8) | 0.7 | 3 |
Other comprehensive (loss) income, Income Tax Expense | (0.1) | 0.2 | 0 |
Other comprehensive income (loss), net of tax | (0.7) | 0.5 | 3 |
Adjustment for Net Periodic Pension and Other Postretirement Benefits Plan | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive (loss) income, Before Tax Amount | 4.4 | 4.6 | (6.7) |
Other comprehensive (loss) income, Income Tax Expense | 1.2 | 1.3 | (1.8) |
Other comprehensive income (loss), net of tax | $ 3.2 | $ 3.3 | $ (4.9) |
Comprehensive Income - Schedu_2
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 247.8 | $ 268.6 | $ 226 |
Balance | 377 | 247.8 | 268.6 |
Pension and Other Postretirement Benefits Plan Cost | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (67.6) | (70.9) | (66) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 1.3 |
Amounts reclassified from accumulated other comprehensive loss | 3.2 | 3.3 | (6.2) |
Net change in accumulated other comprehensive loss | 3.2 | 3.3 | (4.9) |
Balance | (64.4) | (67.6) | (70.9) |
Translation adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (13.2) | (13.7) | (16.7) |
Other comprehensive income (loss) before reclassifications | (0.3) | 0.5 | 3 |
Amounts reclassified from accumulated other comprehensive loss | (0.4) | 0 | 0 |
Net change in accumulated other comprehensive loss | (0.7) | 0.5 | 3 |
Balance | (13.9) | (13.2) | (13.7) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (80.8) | (84.6) | (82.7) |
Other comprehensive income (loss) before reclassifications | (0.3) | 0.5 | 4.3 |
Amounts reclassified from accumulated other comprehensive loss | 2.8 | 3.3 | (6.2) |
Net change in accumulated other comprehensive loss | 2.5 | 3.8 | (1.9) |
Balance | $ (78.3) | $ (80.8) | $ (84.6) |
Comprehensive Income - Reclassi
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss Amortization of Pension Plan Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications before tax | $ 3.3 | $ 3.1 | $ 1.8 | |
Income tax expense | 1.1 | 0.9 | 0.5 | |
Reclassifications, net of tax | 2.2 | 2.2 | 1.3 | |
Accumulated Defined Benefit Plans Adjustment, Net Actuarial loss | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications before tax | [1] | 3.8 | 3.1 | 1.8 |
Translation adjustments | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications before tax | [2] | $ (0.5) | $ 0 | $ 0 |
[1] | These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net, in the audited Consolidated Statements of Operations (see Note 7, Retirement Plans ). | |||
[2] | Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the audited Consolidated Statements of Operations. |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 993.3 | $ 894.5 | $ 874.7 | |
Income (Loss) from Operations | 219.3 | 3.6 | 78.5 | |
Assets | [1] | 883.3 | 865.6 | 886.9 |
Depreciation and amortization | 40.3 | 50.9 | 49.6 | |
Capital Expenditures | 42.3 | 31.1 | 44.8 | |
Capital Markets - Software Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 181 | 133.2 | 126.7 | |
Income (Loss) from Operations | 30.4 | 8.5 | 9.6 | |
Assets | [1] | 186.6 | 167.7 | 164.8 |
Depreciation and amortization | 16.7 | 13.1 | 12.6 | |
Capital Expenditures | 18.8 | 14.8 | 15.2 | |
Capital Markets - Compliance and Communications Management | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 561.5 | 424 | 389.7 | |
Income (Loss) from Operations | 242.6 | 120.6 | 86.3 | |
Assets | [1] | 418.3 | 389.6 | 408.7 |
Depreciation and amortization | 5.9 | 14.4 | 15.3 | |
Capital Expenditures | 3 | 3.4 | 6.4 | |
Investment Companies - Software Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 89 | 67 | 62.6 | |
Income (Loss) from Operations | 8.9 | (1.7) | (7.8) | |
Assets | [1] | 91.2 | 91.8 | 100.4 |
Depreciation and amortization | 12.6 | 12 | 12.7 | |
Capital Expenditures | 13 | 9.5 | 15.4 | |
Investment Companies - Compliance and Communications Management | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 161.8 | 270.3 | 295.7 | |
Income (Loss) from Operations | 15 | (43.1) | 29.4 | |
Assets | [1] | 49.3 | 67.7 | 121.7 |
Depreciation and amortization | 4.7 | 10 | 8.9 | |
Capital Expenditures | 2.9 | 2.1 | 6.9 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 993.3 | 894.5 | 874.7 | |
Income (Loss) from Operations | 296.9 | 84.3 | 117.5 | |
Assets | [1] | 745.4 | 716.8 | 795.6 |
Depreciation and amortization | 39.9 | 49.5 | 49.5 | |
Capital Expenditures | 37.7 | 29.8 | 43.9 | |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 0 | 0 | 0 | |
Income (Loss) from Operations | (77.6) | (80.7) | (39) | |
Assets | [1] | 137.9 | 148.8 | 91.3 |
Depreciation and amortization | 0.4 | 1.4 | 0.1 | |
Capital Expenditures | $ 4.6 | $ 1.3 | $ 0.9 | |
[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. |
Segment Information - Schedul_2
Segment Information - Schedule of Corporate Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Cash and cash equivalents | $ 54.5 | $ 73.6 |
Prepaid expenses and other current assets | 17.9 | 9.7 |
Operating lease right-of-use assets | 42.6 | 52.5 |
Deferred income taxes, net | 31.7 | 34 |
Other noncurrent assets | 28.2 | 29 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Cash and cash equivalents | 54.5 | 73.6 |
Prepaid expenses and other current assets | 13 | 6.1 |
Operating lease right-of-use assets | 4.4 | 8.3 |
Deferred income taxes, net | 31.7 | 34 |
Other noncurrent assets | $ 20.5 | $ 23 |
Geographic Area Information - S
Geographic Area Information - Schedule of Net Sales and Long-lived Assets by Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | $ 993.3 | $ 894.5 | $ 874.7 | |
Long-lived assets | [1] | 153.2 | 144.7 | 194.5 |
U.S. | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | 856.5 | 778.9 | 761.4 | |
Long-lived assets | [1] | 130.6 | 127.5 | 178.3 |
Asia | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | 55.5 | 51.1 | 46.8 | |
Long-lived assets | [1] | 8.9 | 8 | 11 |
Europe | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | 42 | 34.3 | 34.5 | |
Long-lived assets | [1] | 13.3 | 8.7 | 4.2 |
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | 38 | 28.6 | 29.4 | |
Long-lived assets | [1] | 0.4 | 0.5 | 1 |
Other | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net sales | 1.3 | 1.6 | 2.6 | |
Long-lived assets | [1] | $ 0 | $ 0 | $ 0 |
[1] | Includes property, plant and equipment, net; software, net; operating lease right-of-use assets and other noncurrent assets. |