Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | DFIN | |
Entity Registrant Name | Donnelley Financial Solutions, Inc. | |
Entity Central Index Key | 0001669811 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 29,103,898 | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock (Par Value $0.01) | |
Security Exchange Name | NYSE | |
Entity File Number | 1-37728 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4829638 | |
Entity Address, Address Line One | 35 West Wacker Drive | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | 800 | |
Local Phone Number | 823-5304 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Total net sales | $ 188.7 | $ 247.7 | $ 665.9 | $ 760.5 | |
Total cost of sales | [1] | 83.9 | 93.1 | 294.5 | 320.9 |
Selling, general and administrative expenses | [1] | 63.8 | 77 | 205.5 | 225.6 |
Depreciation and amortization | 11.7 | 10 | 33.6 | 29.9 | |
Restructuring, impairment and other charges, net | 2.6 | 3.3 | 4.6 | 6.9 | |
Other operating income, net | 0 | (0.7) | (0.2) | (0.7) | |
Income from operations | 26.7 | 65 | 127.9 | 177.9 | |
Interest expense, net | 2.3 | 5.9 | 5.9 | 17.1 | |
Investment and other income, net | (2.8) | (1.7) | (3.3) | (4) | |
Earnings before income taxes | 27.2 | 60.8 | 125.3 | 164.8 | |
Income tax expense | 8 | 18.6 | 33.7 | 44.5 | |
Net earnings | $ 19.2 | $ 42.2 | $ 91.6 | $ 120.3 | |
Net earnings per share: | |||||
Basic | $ 0.64 | $ 1.25 | $ 2.93 | $ 3.57 | |
Diluted | $ 0.62 | $ 1.22 | $ 2.81 | $ 3.48 | |
Weighted average number of common shares outstanding: | |||||
Basic | 29.8 | 33.7 | 31.3 | 33.7 | |
Diluted | 30.9 | 34.7 | 32.6 | 34.6 | |
Tech-enabled Services | |||||
Total net sales | $ 87.4 | $ 142.1 | $ 312.4 | $ 394.6 | |
Total cost of sales | 35.3 | 39.6 | 113.2 | 123.3 | |
Software Solutions | |||||
Total net sales | 69.5 | 69.3 | 210.9 | 196.2 | |
Total cost of sales | 29 | 26.9 | 85.1 | 76.5 | |
Print and Distribution | |||||
Total net sales | 31.8 | 36.3 | 142.6 | 169.7 | |
Total cost of sales | $ 19.6 | $ 26.6 | $ 96.2 | $ 121.1 | |
[1] Exclusive of depreciation and amortization |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 19.2 | $ 42.2 | $ 91.6 | $ 120.3 |
Other comprehensive (loss) income, net of tax: | ||||
Translation adjustments | (1.7) | (0.7) | (2.1) | (0.2) |
Adjustment for net periodic pension and other postretirement benefits plans | 0.5 | 0.6 | 1.8 | 2 |
Other comprehensive (loss) income, net of tax | (1.2) | (0.1) | (0.3) | 1.8 |
Comprehensive income | $ 18 | $ 42.1 | $ 91.3 | $ 122.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (UNAUDITED) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | ||
ASSETS | ||||
Cash and cash equivalents | $ 10.8 | $ 54.5 | ||
Receivables, less allowances for expected losses of $17.5 in 2022 (2021 - $12.7) | 210.8 | 199.1 | ||
Prepaid expenses and other current assets | 27.5 | 23.5 | ||
Assets held for sale | 2.6 | 2.6 | ||
Total current assets | 251.7 | 279.7 | ||
Property, plant and equipment, net | 17.7 | 18.7 | ||
Operating lease right-of-use assets | 36.4 | 42.6 | ||
Software, net | 72.4 | 63.7 | ||
Goodwill | 409 | 410 | ||
Other intangible assets, net | [1] | 8 | 8.7 | |
Deferred income taxes, net | 30.5 | 31.7 | ||
Other noncurrent assets | 25.1 | 28.2 | ||
Total assets | 850.8 | [2] | 883.3 | |
LIABILITIES | ||||
Accounts payable | 42.1 | 36.3 | ||
Operating lease liabilities | 16.6 | 17.9 | ||
Accrued liabilities | 163.2 | 207.2 | ||
Total current liabilities | 221.9 | 261.4 | ||
Long-term debt | 191.7 | 124 | ||
Deferred compensation liabilities | 18.5 | 19.8 | ||
Pension and other postretirement benefits plan liabilities | 36.2 | 40.6 | ||
Noncurrent operating lease liabilities | 31.5 | 39.4 | ||
Other noncurrent liabilities | 19.5 | 21.1 | ||
Total liabilities | 519.3 | 506.3 | ||
Commitments and Contingencies (Note 7) | ||||
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: 36.9 shares and 29.3 shares in 2022 (2021 - 35.9 shares and 33.0 shares) | 0.4 | 0.4 | ||
Treasury stock, at cost: 7.6 shares in 2022 (2021 - 2.9 shares) | (208) | (57.1) | ||
Additional paid-in capital | 274.7 | 260.6 | ||
Retained earnings | 343 | 251.4 | ||
Accumulated other comprehensive loss | (78.6) | (78.3) | ||
Total equity | 331.5 | 377 | ||
Total liabilities and equity | $ 850.8 | $ 883.3 | ||
[1] The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2022 is approximately eleven years . 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. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |||
Receivables, allowance for expected losses | [1] | $ 17.5 | $ 12.7 |
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 | 36,900,000 | 35,900,000 | |
Common stock, Outstanding | 29,300,000 | 33,000,000 | |
Treasury stock, Shares | 7,600,000 | 2,900,000 | |
[1] As of September 30, 2022, the CECL reserve balance was comprised of a $ 16.7 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2021, the CECL reserve balance was comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net earnings | $ 91.6 | $ 120.3 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 33.6 | 29.9 |
Provision for expected losses on accounts receivable | 6.2 | 2.2 |
Impairment charge | 0 | 2.8 |
Share-based compensation | 13.9 | 14.2 |
Deferred income taxes | 0.4 | 6.6 |
Net pension plan income | (0.7) | (3.2) |
Amortization of right-of-use assets | 12.1 | 12.9 |
Other | 0.5 | 0.3 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (20.5) | (73.5) |
Prepaid expenses and other current assets | (3.3) | (11.6) |
Accounts payable | 4.9 | (7.5) |
Income taxes payable and receivable | (1.7) | 5.3 |
Accrued liabilities and other | (44.2) | 21.2 |
Operating lease liabilities | (14.7) | (15.7) |
Pension and other postretirement benefits plans contributions | (1.2) | (1) |
Net cash provided by operating activities | 76.9 | 103.2 |
INVESTING ACTIVITIES | ||
Capital expenditures | (39.4) | (28.2) |
Other investing activities | 0 | 0.9 |
Net cash used in investing activities | (39.4) | (27.3) |
FINANCING ACTIVITIES | ||
Revolving facility borrowings | 270 | 278 |
Payments on revolving facility borrowings | (202.5) | (278) |
Debt issuance costs | 0 | (2.8) |
Treasury share repurchases | (150) | (26.5) |
Proceeds from exercise of stock options | 0.3 | 2.2 |
Finance lease payments | (1.4) | (0.4) |
Net cash used in financing activities | (83.6) | (27.5) |
Effect of exchange rate on cash and cash equivalents | 2.4 | 0.9 |
Net (decrease) increase in cash and cash equivalents | (43.7) | 49.3 |
Cash and cash equivalents at beginning of year | 54.5 | 73.6 |
Cash and cash equivalents at end of period | 10.8 | 122.9 |
Supplemental cash flow information | ||
Income taxes paid (net of refunds) | 34.4 | 32 |
Interest paid | $ 4.9 | $ 11 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (UNAUDITED) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2020 | $ 247.8 | $ 0.3 | $ (16) | $ 238.8 | $ 105.5 | $ (80.8) |
Balance (in shares) at Dec. 31, 2020 | 34.9 | 1.6 | ||||
Net earnings | 120.3 | $ 0 | $ 0 | 0 | 120.3 | 0 |
Other comprehensive (loss) income | 1.8 | 0 | 0 | 0 | 0 | 1.8 |
Share-based compensation | 14.2 | 0 | 0 | 14.2 | 0 | 0 |
Common stock repurchases | (18.7) | $ 0 | $ (18.7) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 0.6 | ||||
Issuance of share-based awards, net of withholdings and other | (6.5) | $ 0.1 | $ (8.7) | 2.1 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 1 | 0.3 | ||||
Balance at Sep. 30, 2021 | 358.9 | $ 0.4 | $ (43.4) | 255.1 | 225.8 | (79) |
Balance (in shares) at Sep. 30, 2021 | 35.9 | 2.5 | ||||
Balance at Jun. 30, 2021 | 319.6 | $ 0.4 | $ (35.1) | 249.6 | 183.6 | (78.9) |
Balance (in shares) at Jun. 30, 2021 | 35.9 | 2.3 | ||||
Net earnings | 42.2 | $ 0 | $ 0 | 0 | 42.2 | 0 |
Other comprehensive (loss) income | (0.1) | 0 | 0 | 0 | 0 | (0.1) |
Share-based compensation | 5.2 | 0 | 0 | 5.2 | 0 | 0 |
Common stock repurchases | (8.2) | $ 0 | $ (8.2) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 0.2 | ||||
Issuance of share-based awards, net of withholdings and other | 0.2 | $ 0 | $ (0.1) | 0.3 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0 | 0 | ||||
Balance at Sep. 30, 2021 | 358.9 | $ 0.4 | $ (43.4) | 255.1 | 225.8 | (79) |
Balance (in shares) at Sep. 30, 2021 | 35.9 | 2.5 | ||||
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 | |||
Net earnings | $ 91.6 | $ 0 | $ 0 | 0 | 91.6 | 0 |
Other comprehensive (loss) income | (0.3) | 0 | 0 | 0 | 0 | (0.3) |
Share-based compensation | 13.9 | 0 | 0 | 13.9 | 0 | 0 |
Common stock repurchases | (138.8) | $ 0 | $ (138.8) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 4.3 | ||||
Issuance of share-based awards, net of withholdings and other | (11.9) | $ 0 | $ (12.1) | 0.2 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 1 | 0.4 | ||||
Balance at Sep. 30, 2022 | $ 331.5 | $ 0.4 | $ (208) | 274.7 | 343 | (78.6) |
Balance (in shares) at Sep. 30, 2022 | 36.9 | 36.9 | 7.6 | |||
Balance at Jun. 30, 2022 | $ 341.4 | $ 0.4 | $ (175.6) | 270.2 | 323.8 | (77.4) |
Balance (in shares) at Jun. 30, 2022 | 36.9 | 6.6 | ||||
Net earnings | 19.2 | $ 0 | $ 0 | 0 | 19.2 | 0 |
Other comprehensive (loss) income | (1.2) | 0 | 0 | 0 | 0 | (1.2) |
Share-based compensation | 4.4 | 0 | 0 | 4.4 | 0 | 0 |
Common stock repurchases | (32.3) | $ 0 | $ (32.3) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 1 | ||||
Issuance of share-based awards, net of withholdings and other | 0 | $ 0 | $ (0.1) | 0.1 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0 | 0 | ||||
Balance at Sep. 30, 2022 | $ 331.5 | $ 0.4 | $ (208) | $ 274.7 | $ 343 | $ (78.6) |
Balance (in shares) at Sep. 30, 2022 | 36.9 | 36.9 | 7.6 |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | Note 1. Overview, Basis of Presentation and Significant Accounting Policies Description of Business DFIN is a leading global risk and compliance solutions company. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s precise needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for cases where it is still regulatorily required or requested by investors. The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. For its capital markets clients, the Company offers solutions that allow public companies to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations including filing agent services, digital document creation and online content management tools that support their corporate financial transactions and regulatory reporting; solutions to facilitate clients’ communications with their investors; and virtual data rooms and other deal management solutions. For investment companies, including mutual fund, insurance-investment and alternative investment companies, the Company provides solutions for creating, compiling and filing regulatory communications as well as solutions for investors designed to improve the access to and accuracy of their investment information. Services and Products The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of Venue® Virtual Data Room (“Venue”), ActiveDisclosure®, eBrevia and the Arc Suite software platform ("Arc Suite"), among others. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transaction solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping. Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. Significant Accounting Policies Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report. Allowance for Expected Losses — Transactions affecting the current expected credit loss (“CECL”) reserve during the nine months ended September 30, 2022 and 2021 were as follows: September 30, 2022 2021 Balance, beginning of year (a) $ 12.7 $ 10.5 Provisions charged to expense 6.2 2.2 Write-offs, reclassifications and other ( 1.4 ) 0.3 Balance, end of period (a) $ 17.5 $ 13.0 __________ (a) As of September 30, 2022, the CECL reserve balance was comprised of a $ 16.7 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2021, the CECL reserve balance was comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets. Property, Plant and Equipment, net— The components of the Company’s property, plant and equipment, net at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Land $ 0.3 $ 0.3 Buildings 20.5 20.8 Machinery and equipment 68.6 68.5 89.4 89.6 Less: Accumulated depreciation ( 71.7 ) ( 70.9 ) Total $ 17.7 $ 18.7 Depreciation expense was $ 1.7 million and $ 1.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 4.8 million and $ 4.6 million for the nine months ended September 30, 2022 and 2021, respectively. Assets Held for Sale —As of September 30, 2022 and December 31, 2021 , the Company had land held for sale with a carrying value of $ 2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $ 13.0 million. The closing of this transaction is subject to a due diligence period , a period to obtain needed entitlements and customary closing conditions. There is no assurance that this sale will be completed. Software —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 $ 9.8 million and $ 8.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 28.1 million and $ 24.5 million for the nine months ended September 30, 2022 and 2021 , respectively. Investments — The carrying value of the Company’s investments in equity securities was $ 8.5 million and $ 8.0 million at September 30, 2022 and December 31, 2021, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three and nine months ended September 30, 2022 , the Company recorded an unrealized gain of $ 0.5 million, and during the three and nine months ended September 30, 2021, the Company recorded a net unrealized gain of $ 0.6 million and $ 0.4 million, respectively, resulting from observable price changes. Recently Issued Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Adoption of this standard is not expected to have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue Revenue Recognition The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including Venue, Arc Suite and ActiveDisclosure, among others, and provides digital document creation, online content management and print and distribution solutions. Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report. Disaggregation of Revenue The following tables disaggregate revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended September 30, 2022 2021 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 45.8 $ — $ 45.8 $ — $ 48.1 $ — $ 48.1 Capital Markets - Compliance and Communications Management 66.8 — 16.5 83.3 122.5 — 20.0 142.5 Investment Companies - Software Solutions — 23.7 — 23.7 — 21.2 — 21.2 Investment Companies - Compliance and Communications Management 20.6 — 15.3 35.9 19.6 — 16.3 35.9 Total net sales $ 87.4 $ 69.5 $ 31.8 $ 188.7 $ 142.1 $ 69.3 $ 36.3 $ 247.7 Nine Months Ended September 30, 2022 2021 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 136.8 $ — $ 136.8 $ — $ 130.4 $ — $ 130.4 Capital Markets - Compliance and Communications Management 248.8 — 88.1 336.9 332.3 — 101.8 434.1 Investment Companies - Software Solutions — 74.1 — 74.1 — 65.8 — 65.8 Investment Companies - Compliance and Communications Management 63.6 — 54.5 118.1 62.3 — 67.9 130.2 Total net sales $ 312.4 $ 210.9 $ 142.6 $ 665.9 $ 394.6 $ 196.2 $ 169.7 $ 760.5 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 the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company’s contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Contract assets were $ 21.0 million and $ 24.9 million at September 30, 2022 and December 31, 2021, respectively. Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. 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 $ 55.6 million and $ 46.7 million at September 30, 2022 and December 31, 2021, respectively. Unbilled receivables and contract assets are included in accounts receivable on the Unaudited Condensed Consolidated Balance Sheets. Amounts recognized as revenue exceeded the estimates for performance obligations satisfied in previous periods by approximately $ 15.5 million and $ 22.9 million for the three months ended September 30, 2022 and 2021, respectively, and by approximately $ 14.9 million and $ 26.2 million for the nine months ended September 30, 2022 and 2021, respectively, primarily due to changes in the Company’s estimate of 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 September 30, 2022 , 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 $ 127 million, of which approximately 50 % is expected to be recognized as revenue over the succeeding twelve months , and the remainder recognized thereafter. Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company recognized $ 5.3 million and $ 2.6 million of revenue during the three months ended September 30, 2022 and 2021 , respectively, that was included in the deferred revenue balances at the beginning of the respective periods. The Company recognized $ 31.4 million and $ 18.5 million of revenue during the nine months ended September 30, 2022 and 2021, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows: Balance at January 1, 2022 $ 36.0 Deferral of revenue 119.2 Revenue recognized ( 103.9 ) Balance at September 30, 2022 $ 51.3 Balance at January 1, 2021 $ 21.7 Deferral of revenue 102.9 Revenue recognized ( 86.1 ) Balance at September 30, 2021 $ 38.5 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 3. Goodwill and Other Intangible Assets Goodwill — The goodwill balances by reportable segment were as follows: Gross book Accumulated Net book Foreign Net book Capital Markets - Software Solutions $ 103.7 $ — $ 103.7 $ ( 0.2 ) $ 103.5 Capital Markets - Compliance and Communications Management 253.1 — 253.1 ( 0.6 ) 252.5 Investment Companies - Software Solutions 53.2 — 53.2 ( 0.2 ) 53.0 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — Total $ 450.6 $ ( 40.6 ) $ 410.0 $ ( 1.0 ) $ 409.0 Other Intangible Assets — The components of other intangible assets at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships (useful life of 15 years ) $ 10.4 $ ( 2.6 ) $ 7.8 $ 10.4 $ ( 2.1 ) $ 8.3 Trade names (useful life of 5 years ) 1.0 ( 0.8 ) 0.2 1.0 ( 0.6 ) 0.4 Total other intangible assets (a) $ 11.4 $ ( 3.4 ) $ 8.0 $ 11.4 $ ( 2.7 ) $ 8.7 __________ (a) The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2022 is approximately eleven years . The following table outlines the estimated annual amortization expense related to other intangible assets: For the year ending December 31, Amount 2022 (excluding the nine months ended September 30, 2022) $ 0.2 2023 0.9 2024 0.7 2025 0.7 2026 0.7 2027 and thereafter 4.8 Total $ 8.0 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 4. Leases The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $ 5.6 million and $ 5.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 16.3 million and $ 17.5 million for the nine months ended September 30, 2022 and 2021, respectively, related to its operating lease liabilities. The Company has finance leases, primarily related to certain IT equipment. During the three and nine months ended September 30, 2022 , the Company made payments of $ 0.5 million and $ 1.4 million, respectively related to its finance lease liabilities. During both the three and nine months ended September 30, 2021, the Company made payments of $ 0.4 million related to its finance lease liabilities. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense: Operating lease expense $ 4.4 $ 4.7 $ 13.2 $ 14.4 Sublease income ( 1.2 ) ( 1.1 ) ( 3.3 ) ( 3.3 ) Net operating lease expense $ 3.2 $ 3.6 $ 9.9 $ 11.1 Finance lease expense: Amortization of ROU assets $ 0.5 $ 0.4 $ 1.4 $ 0.4 Interest on lease liabilities — — 0.1 — Total finance lease expense $ 0.5 $ 0.4 $ 1.5 $ 0.4 The Company’s finance leases are presented within the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: September 30, 2022 December 31, 2021 Property, plant and equipment, net $ 7.0 $ 7.5 Accrued liabilities $ 1.8 $ 1.6 Other noncurrent liabilities 5.3 5.9 Total $ 7.1 $ 7.5 |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges, net | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges, net | Note 5. Restructuring, Impairment and Other Charges, net Restructuring, Impairment and Other Charges, net recognized in Results of Operations The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities. For the three months ended September 30, 2022 and 2021, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Restructuring Charges Other Charges Total Three Months Ended September 30, 2022 Capital Markets - Software Solutions $ 0.1 $ — $ — $ 0.1 Capital Markets - Compliance and Communications Management 1.8 — — 1.8 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communications Management 0.2 0.2 — 0.4 Corporate 0.1 — 0.1 0.2 Total $ 2.3 $ 0.2 $ 0.1 $ 2.6 Employee Terminations Other Restructuring Charges Impairment Charges Total Three Months Ended September 30, 2021 Capital Markets - Software Solutions $ 0.2 $ — $ — $ 0.2 Capital Markets - Compliance and Communications Management ( 0.1 ) — 2.8 2.7 Investment Companies - Compliance and Communications Management 0.1 0.2 — 0.3 Corporate 0.1 — — 0.1 Total $ 0.3 $ 0.2 $ 2.8 $ 3.3 For the nine months ended September 30, 2022 and 2021, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Restructuring Charges Other Charges Total Nine Months Ended September 30, 2022 Capital Markets - Software Solutions $ 1.1 $ — $ — $ 1.1 Capital Markets - Compliance and Communications Management 2.1 — 0.1 2.2 Investment Companies - Software Solutions 0.2 — — 0.2 Investment Companies - Compliance and Communications Management 0.3 0.3 — 0.6 Corporate 0.3 — 0.2 0.5 Total $ 4.0 $ 0.3 $ 0.3 $ 4.6 Employee Terminations Other Restructuring Charges Impairment Charges Other Charges Total Nine Months Ended September 30, 2021 Capital Markets - Software Solutions $ 0.3 $ — $ — $ — $ 0.3 Capital Markets - Compliance and Communications Management 0.4 — 2.8 0.1 3.3 Investment Companies - Software Solutions 0.1 — — — 0.1 Investment Companies - Compliance and Communications Management 2.1 0.8 — — 2.9 Corporate 0.3 — — — 0.3 Total $ 3.2 $ 0.8 $ 2.8 $ 0.1 $ 6.9 For the three and nine months ended September 30, 2022, the Company recorded net restructuring charges of $ 2.3 million and $ 4.0 million, respectively, related to employee termination costs for approximately 10 and 80 employees, respectively, the majority of whom will be terminated by December 31, 2022. The restructuring actions were primarily related to the reorganization of certain capital markets operations and the relocation of a digital print facility. For the three and nine months ended September 30, 2021, the Company recorded net restructuring charges of $ 0.3 million and $ 3.2 million, respectively, related to employee termination costs for approximately 170 employees for the nine months ended September 30, 2021, 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 three and nine months ended September 30, 2021, the Company recorded a $ 2.8 million impairment charge related to the demolition of an office building. Restructuring Reserve – Employee Terminations The Company’s employee terminations liability is included in accrued liabilities in the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the nine months ended September 30, 2022, were as follows: December 31, 2021 Restructuring Charges Reversals Cash Paid September 30, 2022 Employee terminations $ 2.4 $ 4.3 $ ( 0.3 ) $ ( 1.3 ) $ 5.1 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 6. Retirement Plans The components of estimated net pension plan income for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest cost $ 1.8 $ 1.5 $ 5.5 $ 4.6 Expected return on assets ( 2.9 ) ( 3.5 ) ( 8.7 ) ( 10.6 ) Amortization, net 0.9 0.9 2.5 2.8 Net pension plan income $ ( 0.2 ) $ ( 1.1 ) $ ( 0.7 ) $ ( 3.2 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Litigation From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The Company’s debt as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Term Loan A Facility $ 125.0 $ 125.0 Borrowings under the Revolving Facility 67.5 — Unamortized debt issuance costs ( 0.8 ) ( 1.0 ) Total long-term debt $ 191.7 $ 124.0 Credit Agreement —On May 27, 2021 (the "Restatement Effective Date"), the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $ 200.0 million delayed-draw term loan A facility (the "Term Loan A Facility") (bearing interest at a rate equal to the sum of the London Interbank Offered Rate ("LIBOR") plus a margin ranging from 2.00 % to 2.50 % based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $ 300.0 million revolving credit facility (the "Revolving Facility") to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $ 20.0 million in the aggregate. Term Loan A Facility —The unpaid principal amount of the Term Loan A Facility is due and payable in full on May 27, 2026. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The weighted-average interest rate on borrowings under the Term Loan A Facility was 3.0 % for the nine months ended September 30, 2022. The fair value of the Term Loan A Facility was $ 120.3 million and $ 124.2 million as of September 30, 2022 and December 31, 2021, respectively, and was determined to be Level 2 under the fair value hierarchy. Revolving Facility —As of September 30, 2022 , there were $ 67.5 million of borrowings outstanding under the Revolving Facility. The weighted average interest rate on borrowings under the Revolving Facility was 3.7 % and 2.8 % for the nine months ended September 30, 2022 and 2021, respectively. The fair value of the Company's borrowings under the Revolving Facility is classified as Level 2 under the fair value hierarchy and approximated its carrying value as of September 30, 2022, as the Revolving Facility carries a variable rate of interest reflecting current market rates. The following table summarizes interest expense, net included in the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest incurred $ 2.5 $ 6.1 $ 6.4 $ 17.6 Less: Interest income ( 0.2 ) ( 0.2 ) ( 0.5 ) ( 0.5 ) Interest expense, net (a) $ 2.3 $ 5.9 $ 5.9 $ 17.1 __________ (a) Interest expense, net for the three and nine months ended September 30, 2021 included interest expense related to the Company's 8.25 % Senior Notes Due 2024, which were repaid in full in the fourth quarter of 2021. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 9. Earnings per Share Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and restricted stock. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net earnings per share: Basic $ 0.64 $ 1.25 $ 2.93 $ 3.57 Diluted $ 0.62 $ 1.22 $ 2.81 $ 3.48 Numerator: Net earnings $ 19.2 $ 42.2 $ 91.6 $ 120.3 Denominator: Basic weighted average number of common shares outstanding 29.8 33.7 31.3 33.7 Dilutive awards 1.1 1.0 1.3 0.9 Diluted weighted average number of common shares outstanding 30.9 34.7 32.6 34.6 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Capital Stock | Note 10. Capital Stock The Company has authorized for issuance 65 million shares of $ 0.01 par value common stock and one million shares of $ 0.01 par value preferred stock. The Board of Directors (the "Board") may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock. Common Stock Repurchases —On February 17, 2022, the Board authorized an increase to its previously approved stock repurchase program to bring the total remaining available repurchase authorization for shares on or after February 17, 2022 to $ 150 million and extended the expiration date of the repurchase program through December 31, 2023 . On August 17, 2022, the Board authorized an increase to the stock repurchase program approved in February 2022 to bring the total remaining available repurchase authorization for shares on or after August 17, 2022 to $ 150 million. The expiration date of the repurchase program remains through December 31, 2023 . The stock repurchase program may be suspended or discontinued at any time. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors and may be completed from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so. For the three and nine months ended September 30, 2022, the Company repurchased 959,579 shares for $ 32.3 million at an average price of $ 33.72 per share and 4,367,678 shares for $ 138.8 million at an average price of $ 31.78 per share, respectively. As of September 30, 2022, the remaining authorized amount was $ 137.9 million. For the three and nine months ended September 30, 2021 , the Company repurchased 238,072 shares for $ 8.2 million at an average price of $ 34.37 per share and 615,321 shares for $ 18.7 million at an average price of $ 30.32 per share, respectively. |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Comprehensive Income | Note 11. Comprehensive Income The components of other comprehensive income (loss) and income tax expense (benefit) allocated to each component for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 1.7 ) $ — $ ( 1.7 ) $ ( 2.2 ) $ ( 0.1 ) $ ( 2.1 ) Adjustment for net periodic pension and other postretirement benefits plans 0.8 0.3 0.5 2.5 0.7 1.8 Other comprehensive (loss) income $ ( 0.9 ) $ 0.3 $ ( 1.2 ) $ 0.3 $ 0.6 $ ( 0.3 ) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 1.0 ) $ ( 0.3 ) $ ( 0.7 ) $ ( 0.3 ) $ ( 0.1 ) $ ( 0.2 ) Adjustment for net periodic pension and other postretirement benefits plans 0.9 0.3 0.6 2.8 0.8 2.0 Other comprehensive (loss) income $ ( 0.1 ) $ — $ ( 0.1 ) $ 2.5 $ 0.7 $ 1.8 The following table summarizes changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2022: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2021 $ ( 64.4 ) $ ( 13.9 ) $ ( 78.3 ) Other comprehensive loss before reclassifications — ( 2.1 ) ( 2.1 ) Amounts reclassified from accumulated other comprehensive loss 1.8 — 1.8 Net change in accumulated other comprehensive loss 1.8 ( 2.1 ) ( 0.3 ) Balance at September 30, 2022 $ ( 62.6 ) $ ( 16.0 ) $ ( 78.6 ) The following table summarizes changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2021: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2020 $ ( 67.6 ) $ ( 13.2 ) $ ( 80.8 ) Other comprehensive income before reclassifications — 0.2 0.2 Amounts reclassified from accumulated other comprehensive loss 2.0 ( 0.4 ) 1.6 Net change in accumulated other comprehensive loss 2.0 ( 0.2 ) 1.8 Balance at September 30, 2021 $ ( 65.6 ) $ ( 13.4 ) $ ( 79.0 ) Reclassifications from accumulated other comprehensive loss for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 0.9 $ 0.9 $ 2.5 $ 2.8 Reclassification of translation adjustment (b) — — — ( 0.5 ) Reclassifications before tax 0.9 0.9 2.5 2.3 Income tax expense 0.4 0.3 0.7 0.7 Reclassifications, net of tax $ 0.5 $ 0.6 $ 1.8 $ 1.6 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). (b) Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. 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 expense, are included in Corporate and not allocated to the operating segments. Capital Markets The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company ("SPAC") and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows: Capital Markets – Software Solutions— The Company provides 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 of 1940, as amended (the “Investment Company Act”), primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows: Investment Companies – Software Solutions— The Company provides 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 its clients to communicate with their investors. Information by Segment The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported within the Unaudited Condensed Consolidated Financial Statements. Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2022 Capital Markets - Software Solutions $ 45.8 $ 4.4 $ 6.0 $ 6.8 Capital Markets - Compliance and Communications Management 83.3 22.2 1.5 0.9 Investment Companies - Software Solutions 23.7 3.9 3.0 4.6 Investment Companies - Compliance and Communications Management 35.9 10.5 1.2 0.8 Total operating segments 188.7 41.0 11.7 13.1 Corporate — ( 14.3 ) — 1.5 Total $ 188.7 $ 26.7 $ 11.7 $ 14.6 Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2021 Capital Markets - Software Solutions $ 48.1 $ 7.5 $ 4.2 $ 4.1 Capital Markets - Compliance and Communications Management 142.5 67.8 1.5 0.8 Investment Companies - Software Solutions 21.2 1.4 3.0 4.2 Investment Companies - Compliance and Communications Management 35.9 2.8 1.2 1.0 Total operating segments 247.7 79.5 9.9 10.1 Corporate — ( 14.5 ) 0.1 0.4 Total $ 247.7 $ 65.0 $ 10.0 $ 10.5 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2022 Capital Markets - Software Solutions $ 136.8 $ 11.8 $ 191.6 $ 16.7 $ 19.6 Capital Markets - Compliance and Communications Management 336.9 111.6 419.8 4.7 3.6 Investment Companies - Software Solutions 74.1 16.0 97.5 8.7 11.8 Investment Companies - Compliance and Communications Management 118.1 32.3 52.4 3.4 2.1 Total operating segments 665.9 171.7 761.3 33.5 37.1 Corporate — ( 43.8 ) 89.5 0.1 2.3 Total $ 665.9 $ 127.9 $ 850.8 $ 33.6 $ 39.4 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2021 Capital Markets - Software Solutions $ 130.4 $ 23.3 $ 185.2 $ 12.0 $ 12.3 Capital Markets - Compliance and Communications Management 434.1 191.5 451.0 4.5 2.1 Investment Companies - Software Solutions 65.8 6.9 92.7 9.8 8.7 Investment Companies - Compliance and Communications Management 130.2 11.2 60.5 3.4 2.3 Total operating segments 760.5 232.9 789.4 29.7 25.4 Corporate — ( 55.0 ) 205.1 0.2 2.8 Total $ 760.5 $ 177.9 $ 994.5 $ 29.9 $ 28.2 __________ (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. |
Overview, Basis of Presentati_2
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. |
Use of Estimates | Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report. |
Allowance for Expected Losses | Allowance for Expected Losses — Transactions affecting the current expected credit loss (“CECL”) reserve during the nine months ended September 30, 2022 and 2021 were as follows: September 30, 2022 2021 Balance, beginning of year (a) $ 12.7 $ 10.5 Provisions charged to expense 6.2 2.2 Write-offs, reclassifications and other ( 1.4 ) 0.3 Balance, end of period (a) $ 17.5 $ 13.0 __________ (a) As of September 30, 2022, the CECL reserve balance was comprised of a $ 16.7 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2021, the CECL reserve balance was comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets. |
Property, Plant and Equipment, net | Property, Plant and Equipment, net— The components of the Company’s property, plant and equipment, net at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Land $ 0.3 $ 0.3 Buildings 20.5 20.8 Machinery and equipment 68.6 68.5 89.4 89.6 Less: Accumulated depreciation ( 71.7 ) ( 70.9 ) Total $ 17.7 $ 18.7 |
Assets Held for Sale | Assets Held for Sale —As of September 30, 2022 and December 31, 2021 , the Company had land held for sale with a carrying value of $ 2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $ 13.0 million. The closing of this transaction is subject to a due diligence period , a period to obtain needed entitlements and customary closing conditions. There is no assurance that this sale will be completed. |
Software | Software —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 $ 9.8 million and $ 8.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 28.1 million and $ 24.5 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Investments | Investments — The carrying value of the Company’s investments in equity securities was $ 8.5 million and $ 8.0 million at September 30, 2022 and December 31, 2021, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three and nine months ended September 30, 2022 , the Company recorded an unrealized gain of $ 0.5 million, and during the three and nine months ended September 30, 2021, the Company recorded a net unrealized gain of $ 0.6 million and $ 0.4 million, respectively, resulting from observable price changes. |
Recently Issued Accounting Pronouncements | In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Adoption of this standard is not expected to have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements. |
Revenue Recognition | Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report. The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in 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 the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company’s contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. |
Lessee Leases Policy | The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $ 5.6 million and $ 5.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 16.3 million and $ 17.5 million for the nine months ended September 30, 2022 and 2021, respectively, related to its operating lease liabilities. The Company has finance leases, primarily related to certain IT equipment. During the three and nine months ended September 30, 2022 , the Company made payments of $ 0.5 million and $ 1.4 million, respectively related to its finance lease liabilities. During both the three and nine months ended September 30, 2021, the Company made payments of $ 0.4 million related to its finance lease liabilities. |
Restructuring | The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities. |
Earnings per Share | Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and restricted stock. |
Overview, Basis of Presentati_3
Overview, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Allowance for Expected Loss | Transactions affecting the current expected credit loss (“CECL”) reserve during the nine months ended September 30, 2022 and 2021 were as follows: September 30, 2022 2021 Balance, beginning of year (a) $ 12.7 $ 10.5 Provisions charged to expense 6.2 2.2 Write-offs, reclassifications and other ( 1.4 ) 0.3 Balance, end of period (a) $ 17.5 $ 13.0 __________ (a) As of September 30, 2022, the CECL reserve balance was comprised of a $ 16.7 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2021, the CECL reserve balance was comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets. |
Components of Company's Property, Plant and Equipment | The components of the Company’s property, plant and equipment, net at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Land $ 0.3 $ 0.3 Buildings 20.5 20.8 Machinery and equipment 68.6 68.5 89.4 89.6 Less: Accumulated depreciation ( 71.7 ) ( 70.9 ) Total $ 17.7 $ 18.7 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue between Tech-Enabled Services, Software Solutions and Print and Distribution by Reportable Segment | The following tables disaggregate revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended September 30, 2022 2021 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 45.8 $ — $ 45.8 $ — $ 48.1 $ — $ 48.1 Capital Markets - Compliance and Communications Management 66.8 — 16.5 83.3 122.5 — 20.0 142.5 Investment Companies - Software Solutions — 23.7 — 23.7 — 21.2 — 21.2 Investment Companies - Compliance and Communications Management 20.6 — 15.3 35.9 19.6 — 16.3 35.9 Total net sales $ 87.4 $ 69.5 $ 31.8 $ 188.7 $ 142.1 $ 69.3 $ 36.3 $ 247.7 Nine Months Ended September 30, 2022 2021 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 136.8 $ — $ 136.8 $ — $ 130.4 $ — $ 130.4 Capital Markets - Compliance and Communications Management 248.8 — 88.1 336.9 332.3 — 101.8 434.1 Investment Companies - Software Solutions — 74.1 — 74.1 — 65.8 — 65.8 Investment Companies - Compliance and Communications Management 63.6 — 54.5 118.1 62.3 — 67.9 130.2 Total net sales $ 312.4 $ 210.9 $ 142.6 $ 665.9 $ 394.6 $ 196.2 $ 169.7 $ 760.5 |
Changes in Contract Liabilities | Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company recognized $ 5.3 million and $ 2.6 million of revenue during the three months ended September 30, 2022 and 2021 , respectively, that was included in the deferred revenue balances at the beginning of the respective periods. The Company recognized $ 31.4 million and $ 18.5 million of revenue during the nine months ended September 30, 2022 and 2021, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows: Balance at January 1, 2022 $ 36.0 Deferral of revenue 119.2 Revenue recognized ( 103.9 ) Balance at September 30, 2022 $ 51.3 Balance at January 1, 2021 $ 21.7 Deferral of revenue 102.9 Revenue recognized ( 86.1 ) Balance at September 30, 2021 $ 38.5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balances of Goodwill by Reporting Unit | The goodwill balances by reportable segment were as follows: Gross book Accumulated Net book Foreign Net book Capital Markets - Software Solutions $ 103.7 $ — $ 103.7 $ ( 0.2 ) $ 103.5 Capital Markets - Compliance and Communications Management 253.1 — 253.1 ( 0.6 ) 252.5 Investment Companies - Software Solutions 53.2 — 53.2 ( 0.2 ) 53.0 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — Total $ 450.6 $ ( 40.6 ) $ 410.0 $ ( 1.0 ) $ 409.0 |
Components of Other Intangible Assets | The components of other intangible assets at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships (useful life of 15 years ) $ 10.4 $ ( 2.6 ) $ 7.8 $ 10.4 $ ( 2.1 ) $ 8.3 Trade names (useful life of 5 years ) 1.0 ( 0.8 ) 0.2 1.0 ( 0.6 ) 0.4 Total other intangible assets (a) $ 11.4 $ ( 3.4 ) $ 8.0 $ 11.4 $ ( 2.7 ) $ 8.7 __________ The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2022 is approximately eleven years . |
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 (excluding the nine months ended September 30, 2022) $ 0.2 2023 0.9 2024 0.7 2025 0.7 2026 0.7 2027 and thereafter 4.8 Total $ 8.0 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense: Operating lease expense $ 4.4 $ 4.7 $ 13.2 $ 14.4 Sublease income ( 1.2 ) ( 1.1 ) ( 3.3 ) ( 3.3 ) Net operating lease expense $ 3.2 $ 3.6 $ 9.9 $ 11.1 Finance lease expense: Amortization of ROU assets $ 0.5 $ 0.4 $ 1.4 $ 0.4 Interest on lease liabilities — — 0.1 — Total finance lease expense $ 0.5 $ 0.4 $ 1.5 $ 0.4 |
Summary of Company's Finance Leases Presented within Unaudited Condensed Consolidated Balance Sheets | The Company’s finance leases are presented within the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: September 30, 2022 December 31, 2021 Property, plant and equipment, net $ 7.0 $ 7.5 Accrued liabilities $ 1.8 $ 1.6 Other noncurrent liabilities 5.3 5.9 Total $ 7.1 $ 7.5 |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Charges, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Restructuring and Other Charges by Segment Recognized in Results of Operations | For the three months ended September 30, 2022 and 2021, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Restructuring Charges Other Charges Total Three Months Ended September 30, 2022 Capital Markets - Software Solutions $ 0.1 $ — $ — $ 0.1 Capital Markets - Compliance and Communications Management 1.8 — — 1.8 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communications Management 0.2 0.2 — 0.4 Corporate 0.1 — 0.1 0.2 Total $ 2.3 $ 0.2 $ 0.1 $ 2.6 Employee Terminations Other Restructuring Charges Impairment Charges Total Three Months Ended September 30, 2021 Capital Markets - Software Solutions $ 0.2 $ — $ — $ 0.2 Capital Markets - Compliance and Communications Management ( 0.1 ) — 2.8 2.7 Investment Companies - Compliance and Communications Management 0.1 0.2 — 0.3 Corporate 0.1 — — 0.1 Total $ 0.3 $ 0.2 $ 2.8 $ 3.3 For the nine months ended September 30, 2022 and 2021, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Restructuring Charges Other Charges Total Nine Months Ended September 30, 2022 Capital Markets - Software Solutions $ 1.1 $ — $ — $ 1.1 Capital Markets - Compliance and Communications Management 2.1 — 0.1 2.2 Investment Companies - Software Solutions 0.2 — — 0.2 Investment Companies - Compliance and Communications Management 0.3 0.3 — 0.6 Corporate 0.3 — 0.2 0.5 Total $ 4.0 $ 0.3 $ 0.3 $ 4.6 Employee Terminations Other Restructuring Charges Impairment Charges Other Charges Total Nine Months Ended September 30, 2021 Capital Markets - Software Solutions $ 0.3 $ — $ — $ — $ 0.3 Capital Markets - Compliance and Communications Management 0.4 — 2.8 0.1 3.3 Investment Companies - Software Solutions 0.1 — — — 0.1 Investment Companies - Compliance and Communications Management 2.1 0.8 — — 2.9 Corporate 0.3 — — — 0.3 Total $ 3.2 $ 0.8 $ 2.8 $ 0.1 $ 6.9 |
Employee Severance | |
Schedule of Changes in the Employee Terminations Liability | The Company’s employee terminations liability is included in accrued liabilities in the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the nine months ended September 30, 2022, were as follows: December 31, 2021 Restructuring Charges Reversals Cash Paid September 30, 2022 Employee terminations $ 2.4 $ 4.3 $ ( 0.3 ) $ ( 1.3 ) $ 5.1 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Components of Estimated Net Periodic Benefit (Income)/Cost | The components of estimated net pension plan income for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest cost $ 1.8 $ 1.5 $ 5.5 $ 4.6 Expected return on assets ( 2.9 ) ( 3.5 ) ( 8.7 ) ( 10.6 ) Amortization, net 0.9 0.9 2.5 2.8 Net pension plan income $ ( 0.2 ) $ ( 1.1 ) $ ( 0.7 ) $ ( 3.2 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, 2022 December 31, 2021 Term Loan A Facility $ 125.0 $ 125.0 Borrowings under the Revolving Facility 67.5 — Unamortized debt issuance costs ( 0.8 ) ( 1.0 ) Total long-term debt $ 191.7 $ 124.0 |
Summary of Interest Expense, Net | The following table summarizes interest expense, net included in the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest incurred $ 2.5 $ 6.1 $ 6.4 $ 17.6 Less: Interest income ( 0.2 ) ( 0.2 ) ( 0.5 ) ( 0.5 ) Interest expense, net (a) $ 2.3 $ 5.9 $ 5.9 $ 17.1 __________ (a) Interest expense, net for the three and nine months ended September 30, 2021 included interest expense related to the Company's 8.25 % Senior Notes Due 2024, which were repaid in full in the fourth quarter of 2021. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share Calculation and Anti-dilutive Share-based Awards | The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net earnings per share: Basic $ 0.64 $ 1.25 $ 2.93 $ 3.57 Diluted $ 0.62 $ 1.22 $ 2.81 $ 3.48 Numerator: Net earnings $ 19.2 $ 42.2 $ 91.6 $ 120.3 Denominator: Basic weighted average number of common shares outstanding 29.8 33.7 31.3 33.7 Dilutive awards 1.1 1.0 1.3 0.9 Diluted weighted average number of common shares outstanding 30.9 34.7 32.6 34.6 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Components of Other Comprehensive Income (Loss) and Income Tax Expense (Benefit) Allocated to Each Component | The components of other comprehensive income (loss) and income tax expense (benefit) allocated to each component for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 1.7 ) $ — $ ( 1.7 ) $ ( 2.2 ) $ ( 0.1 ) $ ( 2.1 ) Adjustment for net periodic pension and other postretirement benefits plans 0.8 0.3 0.5 2.5 0.7 1.8 Other comprehensive (loss) income $ ( 0.9 ) $ 0.3 $ ( 1.2 ) $ 0.3 $ 0.6 $ ( 0.3 ) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 1.0 ) $ ( 0.3 ) $ ( 0.7 ) $ ( 0.3 ) $ ( 0.1 ) $ ( 0.2 ) Adjustment for net periodic pension and other postretirement benefits plans 0.9 0.3 0.6 2.8 0.8 2.0 Other comprehensive (loss) income $ ( 0.1 ) $ — $ ( 0.1 ) $ 2.5 $ 0.7 $ 1.8 |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2022: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2021 $ ( 64.4 ) $ ( 13.9 ) $ ( 78.3 ) Other comprehensive loss before reclassifications — ( 2.1 ) ( 2.1 ) Amounts reclassified from accumulated other comprehensive loss 1.8 — 1.8 Net change in accumulated other comprehensive loss 1.8 ( 2.1 ) ( 0.3 ) Balance at September 30, 2022 $ ( 62.6 ) $ ( 16.0 ) $ ( 78.6 ) The following table summarizes changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2021: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2020 $ ( 67.6 ) $ ( 13.2 ) $ ( 80.8 ) Other comprehensive income before reclassifications — 0.2 0.2 Amounts reclassified from accumulated other comprehensive loss 2.0 ( 0.4 ) 1.6 Net change in accumulated other comprehensive loss 2.0 ( 0.2 ) 1.8 Balance at September 30, 2021 $ ( 65.6 ) $ ( 13.4 ) $ ( 79.0 ) |
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost | Reclassifications from accumulated other comprehensive loss for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 0.9 $ 0.9 $ 2.5 $ 2.8 Reclassification of translation adjustment (b) — — — ( 0.5 ) Reclassifications before tax 0.9 0.9 2.5 2.3 Income tax expense 0.4 0.3 0.7 0.7 Reclassifications, net of tax $ 0.5 $ 0.6 $ 1.8 $ 1.6 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). (b) Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Unaudited Condensed Consolidated Financial Statements. Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2022 Capital Markets - Software Solutions $ 45.8 $ 4.4 $ 6.0 $ 6.8 Capital Markets - Compliance and Communications Management 83.3 22.2 1.5 0.9 Investment Companies - Software Solutions 23.7 3.9 3.0 4.6 Investment Companies - Compliance and Communications Management 35.9 10.5 1.2 0.8 Total operating segments 188.7 41.0 11.7 13.1 Corporate — ( 14.3 ) — 1.5 Total $ 188.7 $ 26.7 $ 11.7 $ 14.6 Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2021 Capital Markets - Software Solutions $ 48.1 $ 7.5 $ 4.2 $ 4.1 Capital Markets - Compliance and Communications Management 142.5 67.8 1.5 0.8 Investment Companies - Software Solutions 21.2 1.4 3.0 4.2 Investment Companies - Compliance and Communications Management 35.9 2.8 1.2 1.0 Total operating segments 247.7 79.5 9.9 10.1 Corporate — ( 14.5 ) 0.1 0.4 Total $ 247.7 $ 65.0 $ 10.0 $ 10.5 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2022 Capital Markets - Software Solutions $ 136.8 $ 11.8 $ 191.6 $ 16.7 $ 19.6 Capital Markets - Compliance and Communications Management 336.9 111.6 419.8 4.7 3.6 Investment Companies - Software Solutions 74.1 16.0 97.5 8.7 11.8 Investment Companies - Compliance and Communications Management 118.1 32.3 52.4 3.4 2.1 Total operating segments 665.9 171.7 761.3 33.5 37.1 Corporate — ( 43.8 ) 89.5 0.1 2.3 Total $ 665.9 $ 127.9 $ 850.8 $ 33.6 $ 39.4 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2021 Capital Markets - Software Solutions $ 130.4 $ 23.3 $ 185.2 $ 12.0 $ 12.3 Capital Markets - Compliance and Communications Management 434.1 191.5 451.0 4.5 2.1 Investment Companies - Software Solutions 65.8 6.9 92.7 9.8 8.7 Investment Companies - Compliance and Communications Management 130.2 11.2 60.5 3.4 2.3 Total operating segments 760.5 232.9 789.4 29.7 25.4 Corporate — ( 55.0 ) 205.1 0.2 2.8 Total $ 760.5 $ 177.9 $ 994.5 $ 29.9 $ 28.2 __________ (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. |
Overview, Basis of Presentati_4
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Balance, beginning of year | [1] | $ 12.7 | $ 10.5 |
Provisions charged to expense | 6.2 | 2.2 | |
Write-offs, reclassifications and other | (1.4) | 0.3 | |
Balance, end of period | [1] | $ 17.5 | $ 13 |
[1] As of September 30, 2022, the CECL reserve balance was comprised of a $ 16.7 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2021, the CECL reserve balance was comprised of a $ 12.0 million provision for accounts receivable and a $ 0.7 million provision for unbilled receivables and contract assets. |
Overview, Basis of Presentati_5
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Accounts and Financing Receivable, Allowance for Credit Loss | $ 16.7 | $ 12 |
Provision of unbilled receivables and contract assets | $ 0.8 | $ 0.7 |
Overview, Basis of Presentati_6
Overview, Basis of Presentation and Significant Accounting Policies - Components of Company's Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 89.4 | $ 89.6 |
Less: Accumulated depreciation | (71.7) | (70.9) |
Total | 17.7 | 18.7 |
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 | 20.5 | 20.8 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 68.6 | $ 68.5 |
Overview, Basis of Presentati_7
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Aug. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Depreciation expense | $ 1.7 | $ 1.5 | $ 4.8 | $ 4.6 | ||
Real Estate Held for sale | 2.6 | 2.6 | $ 2.6 | |||
Unrealized loss on investment | 0.5 | 0.6 | 0.5 | 0.4 | ||
Land sales price including demo reimbursement | $ 13 | |||||
Equity Securities | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Equity investments carrying value | 8.5 | $ 8.5 | $ 8 | |||
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 | $ 9.8 | $ 8.2 | $ 28.1 | $ 24.5 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total net sales | $ 188.7 | $ 247.7 | $ 665.9 | $ 760.5 |
Tech-enabled Services | ||||
Total net sales | 87.4 | 142.1 | 312.4 | 394.6 |
Software Solutions | ||||
Total net sales | 69.5 | 69.3 | 210.9 | 196.2 |
Print and Distribution | ||||
Total net sales | 31.8 | 36.3 | 142.6 | 169.7 |
Capital Markets - Software Solutions | ||||
Total net sales | 45.8 | 48.1 | 136.8 | 130.4 |
Capital Markets - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Software Solutions | Software Solutions | ||||
Total net sales | 45.8 | 48.1 | 136.8 | 130.4 |
Capital Markets - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | ||||
Total net sales | 83.3 | 142.5 | 336.9 | 434.1 |
Capital Markets - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 66.8 | 122.5 | 248.8 | 332.3 |
Capital Markets - Compliance and Communications Management | Software Solutions | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | Print and Distribution | ||||
Total net sales | 16.5 | 20 | 88.1 | 101.8 |
Investment Companies - Software Solutions | ||||
Total net sales | 23.7 | 21.2 | 74.1 | 65.8 |
Investment Companies - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Software Solutions | Software Solutions | ||||
Total net sales | 23.7 | 21.2 | 74.1 | 65.8 |
Investment Companies - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | ||||
Total net sales | 35.9 | 35.9 | 118.1 | 130.2 |
Investment Companies - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 20.6 | 19.6 | 63.6 | 62.3 |
Investment Companies - Compliance and Communications Management | Software Solutions | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | Print and Distribution | ||||
Total net sales | $ 15.3 | $ 16.3 | $ 54.5 | $ 67.9 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |||||
Contract assets | $ 21 | $ 21 | $ 24.9 | ||
Unbilled receivables | 55.6 | 55.6 | $ 46.7 | ||
Invoiced to customers amount that exceeded estimates of standalone selling price | 15.5 | $ 22.9 | 14.9 | $ 26.2 | |
Revenue recognized included in deferred revenue | $ 5.3 | $ 2.6 | $ 31.4 | $ 18.5 |
Revenue (Additional Information
Revenue (Additional Information 1) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-09-30 $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 127 |
Revenue, Remaining Performance Obligation, Percentage | 50% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Financial Position [Abstract] | ||
Balance beginning | $ 36 | $ 21.7 |
Deferral of revenue | 119.2 | 102.9 |
Revenue recognized | (103.9) | (86.1) |
Balance ending | $ 51.3 | $ 38.5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Balances of Goodwill by Reporting Unit (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Gross book value | $ 450.6 | |
Accumulated impairment charges | (40.6) | |
Goodwill, beginning balance | $ 410 | |
Foreign exchange and other adjustments | (1) | |
Goodwill, ending balance | 409 | |
Capital Markets - Software Solutions | ||
Goodwill [Line Items] | ||
Gross book value | 103.7 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 103.7 | |
Foreign exchange and other adjustments | (0.2) | |
Goodwill, ending balance | 103.5 | |
Capital Markets - Compliance and Communications Management | ||
Goodwill [Line Items] | ||
Gross book value | 253.1 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 253.1 | |
Foreign exchange and other adjustments | (0.6) | |
Goodwill, ending balance | 252.5 | |
Investment Companies - Software Solutions | ||
Goodwill [Line Items] | ||
Gross book value | 53.2 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 53.2 | |
Foreign exchange and other adjustments | (0.2) | |
Goodwill, ending balance | 53 | |
Investment Companies - Compliance and Communications Management | ||
Goodwill [Line Items] | ||
Gross book value | 40.6 | |
Accumulated impairment charges | $ (40.6) | |
Goodwill, beginning balance | 0 | |
Foreign exchange and other adjustments | 0 | |
Goodwill, ending balance | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | $ 11.4 | $ 11.4 |
Accumulated Amortization | [1] | (3.4) | (2.7) |
Net Book Value | [1] | 8 | 8.7 |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 10.4 | 10.4 | |
Accumulated Amortization | (2.6) | (2.1) | |
Net Book Value | 7.8 | 8.3 | |
Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1 | 1 | |
Accumulated Amortization | (0.8) | (0.6) | |
Net Book Value | $ 0.2 | $ 0.4 | |
[1] The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2022 is approximately eleven years . |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life for unamortized intangible assets | 11 years | |
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 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 (excluding the six months ended June 30, 2022) | $ 0.2 | ||
2023 | 0.9 | ||
2024 | 0.7 | ||
2025 | 0.7 | ||
2026 | 0.7 | ||
2027 and thereafter | 4.8 | ||
Net Book Value | [1] | $ 8 | $ 8.7 |
[1] The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2022 is approximately eleven years . |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease payments | $ 5.6 | $ 5.5 | $ 16.3 | $ 17.5 |
Finance lease payments | $ 0.5 | $ 0.4 | $ 1.4 | $ 0.4 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 4.4 | $ 4.7 | $ 13.2 | $ 14.4 |
Sublease income | (1.2) | (1.1) | (3.3) | (3.3) |
Net operating lease expense | 3.2 | 3.6 | 9.9 | 11.1 |
Amortization of ROU asset | 0.5 | 0.4 | 1.4 | 0.4 |
Interest on lease liability | 0 | 0 | 0.1 | 0 |
Total finance lease expense | $ 0.5 | $ 0.4 | $ 1.5 | $ 0.4 |
Leases - Summary of Company's F
Leases - Summary of Company's Finance Leases Presented within Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Property, plant and equipment, net | $ 7 | $ 7.5 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Accrued liabilities | $ 1.8 | $ 1.6 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Other noncurrent liabilities | $ 5.3 | $ 5.9 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Lease, Liability, Total | $ 7.1 | $ 7.5 |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Charges, net - Schedule of Restructuring and Other Charges by Segment Recognized in Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | $ 2.3 | $ 0.3 | $ 4 | $ 3.2 |
Other Restructuring Charges | 0.2 | 0.2 | 0.3 | 0.8 |
Impairment Charges | 2.8 | 2.8 | ||
Other Charges | 0.1 | 0.3 | 0.1 | |
Total | 2.6 | 3.3 | 4.6 | 6.9 |
Capital Markets - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.1 | 0.2 | 1.1 | 0.3 |
Other Restructuring Charges | 0 | 0 | 0 | 0 |
Impairment Charges | 0 | 0 | ||
Other Charges | 0 | 0 | 0 | |
Total | 0.1 | 0.2 | 1.1 | 0.3 |
Capital Markets - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 1.8 | (0.1) | 2.1 | 0.4 |
Other Restructuring Charges | 0 | 0 | 0 | 0 |
Impairment Charges | 2.8 | 2.8 | ||
Other Charges | 0 | 0.1 | 0.1 | |
Total | 1.8 | 2.7 | 2.2 | 3.3 |
Investment Companies - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.1 | 0.2 | 0.1 | |
Other Restructuring Charges | 0 | 0 | 0 | |
Impairment Charges | 0 | |||
Other Charges | 0 | 0 | 0 | |
Total | 0.1 | 0.2 | 0.1 | |
Investment Companies - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.2 | 0.1 | 0.3 | 2.1 |
Other Restructuring Charges | 0.2 | 0.2 | 0.3 | 0.8 |
Impairment Charges | 0 | 0 | ||
Other Charges | 0 | 0 | 0 | |
Total | 0.4 | 0.3 | 0.6 | 2.9 |
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.1 | 0.1 | 0.3 | 0.3 |
Other Restructuring Charges | 0 | 0 | 0 | 0 |
Impairment Charges | 0 | 0 | ||
Other Charges | 0.1 | 0.2 | 0 | |
Total | $ 0.2 | $ 0.1 | $ 0.5 | $ 0.3 |
Restructuring, Impairment and_4
Restructuring, Impairment and Other Charges, net - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Employee | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Employee | Sep. 30, 2021 USD ($) Employee | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee Terminations | $ 2.3 | $ 0.3 | $ 4 | $ 3.2 |
Number of employees used to determine employee termination costs | Employee | 10 | 80 | 170 | |
Impairment charge | $ 2.8 | $ 0 | $ 2.8 |
Restructuring, Impairment and_5
Restructuring, Impairment and Other Charges, net - Schedule of Changes in the Employee Terminations Liability (Details) - Employee Severance $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Balance at the beginning | $ 2.4 |
Restructuring Charges | 4.3 |
Reversals | (0.3) |
Cash Paid | (1.3) |
Balance at the end | $ 5.1 |
Retirement Plans - Components o
Retirement Plans - Components of Estimated Net Periodic Benefit Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 1.8 | $ 1.5 | $ 5.5 | $ 4.6 |
Expected return on assets | (2.9) | (3.5) | (8.7) | (10.6) |
Amortization, net | 0.9 | 0.9 | 2.5 | 2.8 |
Net pension plan income | $ (0.2) | $ (1.1) | $ (0.7) | $ (3.2) |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (0.8) | $ (1) |
Total long-term debt | 191.7 | 124 |
Term Loan A Facility | ||
Debt Instrument [Line Items] | ||
Term loan facility | 125 | 125 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowings under the Revolving Facility | $ 67.5 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | May 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 67.5 | $ 0 | ||
Weighted average interest rate on borrowing | 3.70% | 2.80% | ||
Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 300 | |||
Allowable annual dividend payment under credit agreement | 20 | |||
Amended and Restated Credit Agreement | Term Loan A Facility | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 200 | |||
Fair value of senior notes | $ 120.3 | $ 124.2 | ||
Weighted average interest rate on borrowing | 3% | |||
Amended and Restated Credit Agreement | Term Loan A Facility | LIBOR rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread on variable rate | 2.50% | |||
Amended and Restated Credit Agreement | Term Loan A Facility | LIBOR rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread on variable rate | 2% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Debt Instruments [Abstract] | |||||
Interest incurred | $ 2.5 | $ 6.1 | $ 6.4 | $ 17.6 | |
Less: Interest income | (0.2) | (0.2) | (0.5) | (0.5) | |
Interest expense, net | [1] | $ 2.3 | $ 5.9 | $ 5.9 | $ 17.1 |
[1] Interest expense, net for the three and nine months ended September 30, 2021 included interest expense related to the Company's 8.25 % Senior Notes Due 2024, which were repaid in full in the fourth quarter of 2021. |
Debt - Summary of Interest Ex_2
Debt - Summary of Interest Expense, Net (Parenthetical) (Details) | Sep. 30, 2022 |
Debt Instruments [Abstract] | |
Percentage of interest expense | 8.25% |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic | $ 0.64 | $ 1.25 | $ 2.93 | $ 3.57 |
Diluted | $ 0.62 | $ 1.22 | $ 2.81 | $ 3.48 |
Net earnings | $ 19.2 | $ 42.2 | $ 91.6 | $ 120.3 |
Basic weighted average number of common shares outstanding | 29.8 | 33.7 | 31.3 | 33.7 |
Dilutive awards | 1.1 | 1 | 1.3 | 0.9 |
Diluted weighted average number of common shares outstanding | 30.9 | 34.7 | 32.6 | 34.6 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Aug. 17, 2022 | Feb. 17, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||||
Common stock, Authorized | 65,000,000 | 65,000,000 | 65,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Repurchases of common stock, shares | 959,579 | 238,072 | 4,367,678 | 615,321 | |||
Repurchases of common stock, value | $ 32.3 | $ 8.2 | $ 138.8 | $ 18.7 | |||
Shares repurchased average price | $ 33.72 | $ 34.37 | $ 31.78 | $ 30.32 | |||
Stock repurchase program, remaining authorized amount | $ 137.9 | $ 137.9 | |||||
Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Outstanding common stock value authorized to repurchase under stock repurchase program | $ 150 | $ 150 | |||||
Stock Repurchase Program Expiration Date | Dec. 31, 2023 | Dec. 31, 2023 |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Components of Other Comprehensive Income (Loss) and Income Tax Expense (Benefit) Allocated to Each Component (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive (loss) income, Before Tax Amount | $ (0.9) | $ (0.1) | $ 0.3 | $ 2.5 |
Other comprehensive (loss) income, Income Tax Expense | 0.3 | 0 | 0.6 | 0.7 |
Other comprehensive (loss) income, net of tax | (1.2) | (0.1) | (0.3) | 1.8 |
Translation Adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive (loss) income, Before Tax Amount | (1.7) | (1) | (2.2) | (0.3) |
Other comprehensive (loss) income, Income Tax Expense | 0 | (0.3) | (0.1) | (0.1) |
Other comprehensive (loss) income, net of tax | (1.7) | (0.7) | (2.1) | (0.2) |
Adjustment for Net Periodic Pension and Other Postretirement Benefits Plans | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive (loss) income, Before Tax Amount | 0.8 | 0.9 | 2.5 | 2.8 |
Other comprehensive (loss) income, Income Tax Expense | 0.3 | 0.3 | 0.7 | 0.8 |
Other comprehensive (loss) income, net of tax | $ 0.5 | $ 0.6 | $ 1.8 | $ 2 |
Comprehensive Income - Schedu_2
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $ 377 | $ 247.8 |
Balance | 331.5 | 358.9 |
Pension and Other Postretirement Benefits Plans Cost | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (64.4) | (67.6) |
Other comprehensive loss before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 1.8 | 2 |
Net change in accumulated other comprehensive loss | 1.8 | 2 |
Balance | (62.6) | (65.6) |
Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (13.9) | (13.2) |
Other comprehensive loss before reclassifications | (2.1) | 0.2 |
Amounts reclassified from accumulated other comprehensive loss | 0 | (0.4) |
Net change in accumulated other comprehensive loss | (2.1) | (0.2) |
Balance | (16) | (13.4) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (78.3) | (80.8) |
Other comprehensive loss before reclassifications | (2.1) | 0.2 |
Amounts reclassified from accumulated other comprehensive loss | 1.8 | 1.6 |
Net change in accumulated other comprehensive loss | (0.3) | 1.8 |
Balance | $ (78.6) | $ (79) |
Comprehensive Income - Reclassi
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications before taxes | $ 0.9 | $ 0.9 | $ 2.5 | $ 2.3 | |
Income tax expense | 0.4 | 0.3 | 0.7 | 0.7 | |
Reclassifications, net of tax | 0.5 | 0.6 | 1.8 | 1.6 | |
Accumulated Defined Benefit Plans Adjustment, Net Actuarial loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications before taxes | [1] | 0.9 | 0.9 | 2.5 | 2.8 |
Translation Adjustments | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications before taxes | [2] | $ 0 | $ 0 | $ 0 | $ (0.5) |
[1] These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). Translation adjustment reclassification resulting from the liquidation of a foreign subsidiary is included in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations. |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
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 | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | $ 188.7 | $ 247.7 | $ 665.9 | $ 760.5 | ||||||
Income (Loss) from Operations | 26.7 | 65 | 127.9 | 177.9 | ||||||
Assets | 850.8 | [1] | 994.5 | [1] | 850.8 | [1] | 994.5 | [1] | $ 883.3 | |
Depreciation and Amortization | 11.7 | 10 | 33.6 | 29.9 | ||||||
Capital Expenditures | 14.6 | 10.5 | 39.4 | 28.2 | ||||||
Capital Markets - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 45.8 | 48.1 | 136.8 | 130.4 | ||||||
Income (Loss) from Operations | 4.4 | 7.5 | 11.8 | 23.3 | ||||||
Assets | [1] | 191.6 | 185.2 | 191.6 | 185.2 | |||||
Depreciation and Amortization | 6 | 4.2 | 16.7 | 12 | ||||||
Capital Expenditures | 6.8 | 4.1 | 19.6 | 12.3 | ||||||
Capital Markets - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 83.3 | 142.5 | 336.9 | 434.1 | ||||||
Income (Loss) from Operations | 22.2 | 67.8 | 111.6 | 191.5 | ||||||
Assets | [1] | 419.8 | 451 | 419.8 | 451 | |||||
Depreciation and Amortization | 1.5 | 1.5 | 4.7 | 4.5 | ||||||
Capital Expenditures | 0.9 | 0.8 | 3.6 | 2.1 | ||||||
Investment Companies - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 23.7 | 21.2 | 74.1 | 65.8 | ||||||
Income (Loss) from Operations | 3.9 | 1.4 | 16 | 6.9 | ||||||
Assets | [1] | 97.5 | 92.7 | 97.5 | 92.7 | |||||
Depreciation and Amortization | 3 | 3 | 8.7 | 9.8 | ||||||
Capital Expenditures | 4.6 | 4.2 | 11.8 | 8.7 | ||||||
Investment Companies - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 35.9 | 35.9 | 118.1 | 130.2 | ||||||
Income (Loss) from Operations | 10.5 | 2.8 | 32.3 | 11.2 | ||||||
Assets | [1] | 52.4 | 60.5 | 52.4 | 60.5 | |||||
Depreciation and Amortization | 1.2 | 1.2 | 3.4 | 3.4 | ||||||
Capital Expenditures | 0.8 | 1 | 2.1 | 2.3 | ||||||
Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 188.7 | 247.7 | 665.9 | 760.5 | ||||||
Income (Loss) from Operations | 41 | 79.5 | 171.7 | 232.9 | ||||||
Assets | [1] | 761.3 | 789.4 | 761.3 | 789.4 | |||||
Depreciation and Amortization | 11.7 | 9.9 | 33.5 | 29.7 | ||||||
Capital Expenditures | 13.1 | 10.1 | 37.1 | 25.4 | ||||||
Corporate | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 0 | 0 | 0 | 0 | ||||||
Income (Loss) from Operations | (14.3) | (14.5) | (43.8) | (55) | ||||||
Assets | [1] | 89.5 | 205.1 | 89.5 | 205.1 | |||||
Depreciation and Amortization | 0 | 0.1 | 0.1 | 0.2 | ||||||
Capital Expenditures | $ 1.5 | $ 0.4 | $ 2.3 | $ 2.8 | ||||||
[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. |