Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 29,324,696 | |
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 | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Total net sales | $ 242.1 | $ 266.2 | $ 440.7 | $ 477.2 | |
Total cost of sales | [1] | 98.2 | 111.7 | 188.5 | 210.6 |
Selling, general and administrative expenses | [1] | 76.2 | 77.4 | 146.7 | 141.7 |
Depreciation and amortization | 14.4 | 11.2 | 26.8 | 21.9 | |
Restructuring, impairment and other charges, net | (2.2) | 0.2 | 8.7 | 2 | |
Other operating income, net | (0.1) | (0.2) | (0.4) | (0.2) | |
Income from operations | 55.6 | 65.9 | 70.4 | 101.2 | |
Interest expense, net | 4.6 | 2.1 | 8.1 | 3.6 | |
Investment and other income, net | (0.3) | (0.3) | (7.2) | (0.5) | |
Earnings before income taxes | 51.3 | 64.1 | 69.5 | 98.1 | |
Income tax expense | 13.6 | 18.1 | 16 | 25.7 | |
Net earnings | $ 37.7 | $ 46 | $ 53.5 | $ 72.4 | |
Net earnings per share: | |||||
Basic | $ 1.28 | $ 1.46 | $ 1.83 | $ 2.25 | |
Diluted | $ 1.24 | $ 1.42 | $ 1.76 | $ 2.17 | |
Weighted average number of common shares outstanding: | |||||
Basic | 29.5 | 31.5 | 29.3 | 32.2 | |
Diluted | 30.4 | 32.4 | 30.4 | 33.4 | |
Tech-enabled Services | |||||
Total net sales | $ 104.5 | $ 133.3 | $ 182.9 | $ 225 | |
Total cost of sales | 37 | 40.2 | 70.3 | 77.9 | |
Software Solutions | |||||
Total net sales | 75.7 | 71.6 | 145.8 | 141.4 | |
Total cost of sales | 26.9 | 28.6 | 55.3 | 56.1 | |
Print and Distribution | |||||
Total net sales | 61.9 | 61.3 | 112 | 110.8 | |
Total cost of sales | $ 34.3 | $ 42.9 | $ 62.9 | $ 76.6 | |
[1] Exclusive of depreciation and amortization |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 37.7 | $ 46 | $ 53.5 | $ 72.4 |
Other comprehensive income, net of tax: | ||||
Translation adjustments | 0.8 | (0.5) | 1 | (0.4) |
Adjustment for net periodic pension and other postretirement benefits plans | 0.3 | 0.7 | 0.4 | 1.3 |
Other comprehensive income, net of tax | 1.1 | 0.2 | 1.4 | 0.9 |
Comprehensive income | $ 38.8 | $ 46.2 | $ 54.9 | $ 73.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (UNAUDITED) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Cash and cash equivalents | $ 19.4 | $ 34.2 | |
Receivables, less allowances for expected losses of $17.8 in 2023 (2022 - $17.1) | 243.1 | 163.5 | |
Prepaid expenses and other current assets | 30.9 | 28.1 | |
Assets held for sale | 2.6 | 2.6 | |
Total current assets | 296 | 228.4 | |
Property, plant and equipment, net | 16.4 | 17.6 | |
Operating lease right-of-use assets | 26.7 | 33.3 | |
Software, net | 82.6 | 75.6 | |
Goodwill | 406 | 405.8 | |
Other intangible assets, net | 6.6 | 7.8 | |
Deferred income taxes, net | 38.7 | 33.4 | |
Other noncurrent assets | 29.2 | 26.4 | |
Total assets | 902.2 | [1] | 828.3 |
LIABILITIES | |||
Accounts payable | 51.6 | 49.2 | |
Operating lease liabilities | 15.1 | 16.3 | |
Accrued liabilities | 142.4 | 159.3 | |
Total current liabilities | 209.1 | 224.8 | |
Long-term debt | 219.8 | 169.2 | |
Deferred compensation liabilities | 14.4 | 13.6 | |
Pension and other postretirement benefits plans liabilities | 41.3 | 42.9 | |
Noncurrent operating lease liabilities | 21.2 | 28.4 | |
Other noncurrent liabilities | 20.4 | 19.9 | |
Total liabilities | 526.2 | 498.8 | |
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: 37.9 shares and 29.4 shares in 2023 (2022 - 36.9 shares and 28.9 shares) | 0.4 | 0.4 | |
Treasury stock, at cost: 8.5 shares in 2023 (2022 - 8.0 shares) | (242.3) | (221.8) | |
Additional paid-in capital | 292.3 | 280.2 | |
Retained earnings | 407.4 | 353.9 | |
Accumulated other comprehensive loss | (81.8) | (83.2) | |
Total equity | 376 | 329.5 | |
Total liabilities and equity | $ 902.2 | $ 828.3 | |
[1] Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Receivables, allowance for expected losses | [1] | $ 17.8 | $ 17.1 |
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 | 37,900,000 | 36,900,000 | |
Common stock, Outstanding | 29,400,000 | 28,900,000 | |
Treasury stock, Shares | 8,500,000 | 8,000,000 | |
[1] As of June 30, 2023, the CECL reserve balance is comprised of a $ 17.0 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $ 16.5 million provision for accounts receivable and a $ 0.6 million provision for unbilled receivables and contract assets. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net Income (Loss) | $ 53.5 | $ 72.4 |
Adjustments to reconcile net earnings to net cash used in operating activities: | ||
Depreciation and amortization | 26.8 | 21.9 |
Provision for expected losses on accounts receivable | 7.7 | 4.2 |
Share-based compensation expenses | 11 | 9.5 |
Deferred income taxes | (5.5) | (1) |
Net pension plan income | (0.3) | (0.5) |
Gain on investment in an equity security | (6.9) | 0 |
Amortization of right-of-use assets | 6.7 | 8 |
Other | 0.3 | 0.5 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (86.7) | (79.8) |
Prepaid expenses and other current assets | (2.9) | (5.9) |
Accounts payable | (2.9) | 22.9 |
Income taxes payable and receivable | 0.6 | 4.1 |
Accrued liabilities and other | (23.6) | (52.3) |
Operating lease liabilities | (8.2) | (9.7) |
Pension and other postretirement benefits plans contributions | (0.9) | (0.7) |
Net cash used in operating activities | (31.3) | (6.4) |
INVESTING ACTIVITIES | ||
Capital expenditures | (23.8) | (24.8) |
Proceeds from sale of investment in an equity security | 9.9 | 0 |
Net cash used in investing activities | (13.9) | (24.8) |
FINANCING ACTIVITIES | ||
Revolving facility borrowings | 169 | 209 |
Payments on revolving facility borrowings | (118.5) | (99) |
Treasury share repurchases | (20.6) | (116.6) |
Proceeds from exercise of stock options | 1.3 | 0.3 |
Finance lease payments | (1.2) | (0.9) |
Net cash provided by (used in) financing activities | 30 | (7.2) |
Effect of exchange rate on cash and cash equivalents | 0.4 | 1.7 |
Net decrease in cash and cash equivalents | (14.8) | (36.7) |
Cash and cash equivalents at beginning of year | 34.2 | 54.5 |
Cash and cash equivalents at end of period | 19.4 | 17.8 |
Supplemental cash flow information: | ||
Income taxes paid (net of refunds) | 20.8 | 22 |
Interest paid | 8.7 | 2.8 |
Non-cash investing activities: | ||
Capitalized software included in accounts payable | 5.1 | 1.7 |
Non-cash consideration from sale of investment in an equity security (Note 1) | $ 2.9 | $ 0 |
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, 2021 | $ 377 | $ 0.4 | $ (57.1) | $ 260.6 | $ 251.4 | $ (78.3) |
Balance (in shares) at Dec. 31, 2021 | 35.9 | 2.9 | ||||
Net Income (Loss) | 72.4 | $ 0 | $ 0 | 0 | 72.4 | 0 |
Other comprehensive income | 0.9 | 0 | 0 | 0 | 0 | 0.9 |
Share-based compensation expense | 9.5 | 0 | 0 | 9.5 | 0 | 0 |
Common stock repurchases | (106.5) | $ 0 | $ (106.5) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 3.3 | ||||
Issuance of share-based awards, net of withholdings and other | (11.9) | $ 0 | $ (12) | 0.1 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 1 | 0.4 | ||||
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 | ||||
Balance at Mar. 31, 2022 | 353.9 | $ 0.4 | $ (111.1) | 264.4 | 277.8 | (77.6) |
Balance (in shares) at Mar. 31, 2022 | 36.8 | 4.4 | ||||
Net Income (Loss) | 46 | $ 0 | $ 0 | 0 | 46 | 0 |
Other comprehensive income | 0.2 | 0 | 0 | 0 | 0 | 0.2 |
Share-based compensation expense | 5.9 | 0 | 0 | 5.9 | 0 | 0 |
Common stock repurchases | (64.4) | $ 0 | $ 64.4 | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 2.1 | ||||
Issuance of share-based awards, net of withholdings and other | (0.2) | $ 0 | $ (0.1) | (0.1) | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0.1 | 0.1 | ||||
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 | ||||
Balance at Dec. 31, 2022 | $ 329.5 | $ 0.4 | $ (221.8) | 280.2 | 353.9 | (83.2) |
Balance (in shares) at Dec. 31, 2022 | 36.9 | 36.9 | 8 | |||
Net Income (Loss) | $ 53.5 | $ 0 | $ 0 | 0 | 53.5 | 0 |
Other comprehensive income | 1.4 | 0 | 0 | 0 | 0 | 1.4 |
Share-based compensation expense | 11 | 0 | 0 | 11 | 0 | 0 |
Common stock repurchases | (3.2) | $ 0 | $ (3.2) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 0.1 | ||||
Issuance of share-based awards, net of withholdings and other | 16.2 | $ 0 | $ 17.3 | 1.1 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 1 | 0.4 | ||||
Balance at Jun. 30, 2023 | $ 376 | $ 0.4 | $ (242.3) | 292.3 | 407.4 | (81.8) |
Balance (in shares) at Jun. 30, 2023 | 37.9 | 37.9 | 8.5 | |||
Balance at Mar. 31, 2023 | $ 332.7 | $ 0.4 | $ (240.1) | 285.6 | 369.7 | (82.9) |
Balance (in shares) at Mar. 31, 2023 | 37.9 | 8.4 | ||||
Net Income (Loss) | 37.7 | $ 0 | $ 0 | 0 | 37.7 | 0 |
Other comprehensive income | 1.1 | 0 | 0 | 0 | 0 | 1.1 |
Share-based compensation expense | 6.7 | 0 | 0 | 6.7 | 0 | 0 |
Common stock repurchases | (1.9) | $ 0 | $ (1.9) | 0 | 0 | 0 |
Common stock repurchases, shares | 0 | 0.1 | ||||
Issuance of share-based awards, net of withholdings and other | 0.3 | $ 0 | $ 0.3 | 0 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0 | 0 | ||||
Balance at Jun. 30, 2023 | $ 376 | $ 0.4 | $ (242.3) | $ 292.3 | $ 407.4 | $ (81.8) |
Balance (in shares) at Jun. 30, 2023 | 37.9 | 37.9 | 8.5 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 37.7 | $ 46 | $ 53.5 | $ 72.4 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 15, 2023 , Daniel Leib , the Company's President and Chief Executive Officer , adopted a trading plan with respect to the sale of 80,000 shares of common stock granted to Mr. Leib as equity incentive compensation (the "Leib Plan"). The Leib Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Pursuant to the Leib Plan, if the market price of the Company's common stock is within a specified price range during trading windows between November 9, 2023 and December 29, 2023 and February 29, 2024 and March 29, 2024, up to 40,000 shares of common stock will be sold at market prices during each trading window. |
Name | Daniel Leib |
Title | President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 15, 2023 |
Aggregate Available | 80,000 |
Rule 10b5-1 Trading Plan Between November 9, 2023 and December 29, 2023 [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 40,000 |
Rule 10b5-1 Trading Plan Between February 29, 2024 and March 29, 2024 [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 40,000 |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | Note 1. Overview, Basis of Presentation and Significant Accounting Policies Description of Business DFIN is a leading global risk and compliance solutions company. The Company provides regulatory filing and deal solutions via its software, technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s precise needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for cases where it is still regulatorily required or requested by investors. The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. For its capital markets clients, the Company offers solutions that allow public companies to comply with applicable U.S. Securities and Exchange Commission (“SEC”) regulations including filing agent services, digital document creation and online content management tools that support their corporate financial transactions and regulatory reporting; solutions to facilitate clients’ communications with their investors; and virtual data rooms and other deal management solutions. For investment companies, including mutual fund, insurance-investment and alternative investment companies, the Company provides solutions for creating, compiling and filing regulatory communications as well as solutions for investors designed to improve the access to and accuracy of their investment information. Services and Products The Company separately reports its net sales and related cost of sales for its software solutions, tech-enabled services and print and distribution offerings. The Company’s software solutions consist of Venue® Virtual Data Room (“Venue”), ActiveDisclosure®, eBrevia and the Arc Suite® software platform ("Arc Suite"), among others. The Company’s tech-enabled services offerings consist of document composition, compliance-related SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) filing services and transaction solutions. The Company’s print and distribution offerings primarily consist of conventional and digital printed products and related shipping. Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. Significant Accounting Policies Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report. Allowances for Expected Losses — Transactions affecting the current expected credit loss (“CECL”) reserve during the six months ended June 30, 2023 and 2022 were as follows: June 30, 2023 2022 Balance, beginning of year (a) $ 17.1 $ 12.7 Provisions charged to expense 7.7 4.2 Write-offs, reclassifications and other ( 7.0 ) ( 1.0 ) Balance, end of period (a) $ 17.8 $ 15.9 (a) As of June 30, 2023, the CECL reserve balance is comprised of a $ 17.0 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $ 16.5 million provision for accounts receivable and a $ 0.6 million provision for unbilled receivables and contract assets. Assets Held for Sale —As of June 30, 2023 and December 31, 2022 , the Company had land held for sale with a carrying value of $ 2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $ 13.0 million. The closing of this transaction is subject to a due diligence period , a period to obtain needed entitlements and customary closing conditions and there is no assurance that the sale will be completed. Property, Plant and Equipment, net— The components of the Company’s property, plant and equipment, net at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Land $ 0.3 $ 0.3 Buildings 20.1 20.2 Machinery and equipment 68.1 66.8 88.5 87.3 Less: Accumulated depreciation ( 72.1 ) ( 69.7 ) Total $ 16.4 $ 17.6 Depreciation expense was $ 1.9 million and $ 1.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 3.8 million and $ 3.1 million for the six months ended June 30, 2023 and 2022, respectively. Software, net —Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years . Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $ 11.5 million and $ 9.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 21.8 million and $ 18.3 million for the six months ended June 30, 2023 and 2022 , respectively. Investments — The carrying value of the Company’s investments in equity securities was $ 5.5 million and $ 8.5 million at June 30, 2023 and December 31, 2022, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three months ended June 30, 2023, there were no events or changes in circumstances that suggested an impairment or an observable price change. In March 2023, the Company sold an investment in an equity security. As a result of the sale, for the six months ended June 30, 2023, the Company received proceeds of $ 11.9 million, including $ 9.0 million of cash and common stock of the acquiror. During the three months ended June 30, 2023, the Company sold another investment in an equity security and received proceeds of $ 0.9 million in cash, which approximated its carrying value. The sales resulted in a net realized gain of $ 6.9 million for the six months ended June 30, 2023 , which is included in investment and other income, net, on the Unaudited Condensed Consolidated Statements of Operations within Corporate. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the standard prospectively on January 1, 2023. The adoption of this standard did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue Revenue Recognition The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including Venue, Arc Suite, ActiveDisclosure, among others, and provides digital document creation, online content management and print and distribution solutions. Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report. Disaggregation of Revenue The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended June 30, 2023 2022 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 47.7 $ — $ 47.7 $ — $ 46.3 $ — $ 46.3 Capital Markets - Compliance and Communications Management 84.0 — 38.9 122.9 110.9 — 39.1 150.0 Investment Companies - Software Solutions — 28.0 — 28.0 — 25.3 — 25.3 Investment Companies - Compliance and Communications Management 20.5 — 23.0 43.5 22.4 — 22.2 44.6 Total net sales $ 104.5 $ 75.7 $ 61.9 $ 242.1 $ 133.3 $ 71.6 $ 61.3 $ 266.2 Six Months Ended June 30, 2023 2022 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 91.4 $ — $ 91.4 $ — $ 91.0 $ — $ 91.0 Capital Markets - Compliance and Communications Management 144.7 — 72.3 217.0 182.0 — 71.6 253.6 Investment Companies - Software Solutions — 54.4 — 54.4 — 50.4 — 50.4 Investment Companies - Compliance and Communications Management 38.2 — 39.7 77.9 43.0 — 39.2 82.2 Total net sales $ 182.9 $ 145.8 $ 112.0 $ 440.7 $ 225.0 $ 141.4 $ 110.8 $ 477.2 Unbilled Receivables and Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company's contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment. Contract assets were $ 22.1 million and $ 20.1 million at June 30, 2023 and December 31, 2022, respectively. Generally, the contract assets balance is impacted by the recognition of additional revenue, amounts invoiced to customers and changes in the level of constraint applied to variable consideration. Amounts recognized as revenue exceeded the estimates for performance obligations satisfied in previous periods by approximately $ 8.7 million and $ 8.8 million for the three months ended June 30, 2023 and 2022, respectively, and $ 16.4 million and $ 7.2 million for the six months ended June 30, 2023 and 2022, respectively, primarily due to changes in the Company’s estimate of variable consideration and the application of the constraint. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. Unbilled receivables were $ 59.8 million and $ 33.2 million at June 30, 2023 and December 31, 2022, respectively. Unbilled receivables and contract assets are included in receivables, less allowances for expected losses on the Unaudited Condensed Consolidated Balance Sheets. Most of the Company's contracts with significant remaining performance obligations have an initial expected duration of one year or less. As of June 30, 2023 , the future estimated revenue related to unsatisfied or partially satisfied performance obligations under contracts with an original contractual term in excess of one year was approximately $ 119.9 million, of which approximately 48 % 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 $ 14.0 million and $ 10.0 million of revenue during the three months ended June 30, 2023 and 2022 , respectively, that was included in the deferred revenue balances at the beginning of the respective periods. The Company recognized $ 31.7 million and $ 26.1 million of revenue during the six months ended June 30, 2023 and 2022, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows: Balance at January 1, 2023 $ 46.1 Deferral of revenue 79.2 Revenue recognized ( 71.7 ) Balance at June 30, 2023 $ 53.6 Balance at January 1, 2022 $ 36.0 Deferral of revenue 78.8 Revenue recognized ( 65.9 ) Balance at June 30, 2022 $ 48.9 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, net | Note 3. Goodwill and Other Intangible Assets, net Goodwill — The goodwill balances by reportable segment were as follows: Gross book Accumulated Net book Foreign Net book Capital Markets - Software Solutions $ 100.1 $ — $ 100.1 $ — $ 100.1 Capital Markets - Compliance and Communications Management 252.7 — 252.7 0.1 252.8 Investment Companies - Software Solutions 53.0 — 53.0 0.1 53.1 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — Total $ 446.4 $ ( 40.6 ) $ 405.8 $ 0.2 $ 406.0 Other Intangible Assets, net — The components of other intangible assets at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships $ 10.4 $ ( 3.9 ) $ 6.5 $ 10.4 $ ( 2.8 ) $ 7.6 Trade name 1.0 ( 0.9 ) 0.1 1.0 ( 0.8 ) 0.2 Total other intangible assets $ 11.4 $ ( 4.8 ) $ 6.6 $ 11.4 $ ( 3.6 ) $ 7.8 Prior to the second quarter of 2023, the customer relationships intangible asset was amortized over a useful life of 15 years. During the second quarter of 2023, the Company revised its estimate of the remaining useful life of its customer relationships intangible asset from eleven years to two years . Amortization expense for other intangible assets was $ 1.0 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.2 million and $ 0.5 million for the six months ended June 30, 2023 and 2022, respectively. The weighted-average remaining useful life for the unamortized intangible assets as of June 30, 2023 is approximately two years . The following table outlines the estimated annual amortization expense related to other intangible assets: For the year ending December 31, Amount 2023 (excluding the six months ended June 30, 2023) $ 2.0 2024 3.7 2025 0.9 Total $ 6.6 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 4. Leases The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $ 4.4 million and $ 5.2 million for the three months ended June 30, 2023 and 2022, respectively, and $ 8.9 million and $ 10.7 million for the six months ended June 30, 2023 and 2022, respectively, related to its operating lease liabilities. The Company has finance leases primarily related to certain IT equipment. The Company made payments of $ 0.6 million and $ 0.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.2 million and $ 0.9 million for the six months ended June 30, 2023 and 2022 , respectively, related to its finance lease liabilities. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense: Operating lease expense $ 3.3 $ 4.3 $ 7.2 $ 8.8 Sublease income ( 1.0 ) ( 1.0 ) ( 2.1 ) ( 2.1 ) Net operating lease expense $ 2.3 $ 3.3 $ 5.1 $ 6.7 Finance lease expense: Amortization of ROU assets $ 0.6 $ 0.5 $ 1.2 $ 0.9 Interest on lease liabilities — — 0.1 0.1 Total finance lease expense $ 0.6 $ 0.5 $ 1.3 $ 1.0 The Company’s finance leases are presented on the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: June 30, 2023 December 31, 2022 Property, plant and equipment, net $ 8.3 $ 7.1 Accrued liabilities $ 2.5 $ 2.0 Other noncurrent liabilities 5.9 5.1 Total $ 8.4 $ 7.1 Other information related to finance leases for the six months ended June 30, 2023 and 2022 and as of June 30, 2023 and December 31, 2022 was as follows: Six Months Ended June 30, 2023 2022 Non-cash disclosure: Increase in finance lease liabilities due to new ROU assets $ 2.5 $ 0.9 June 30, 2023 December 31, 2022 Finance lease weighted averages: Remaining lease term 3.4 years 3.4 years Discount rate 3.4 % 2.5 % |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges, net | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges, net | Note 5. Restructuring, Impairment and Other Charges, net Restructuring, Impairment and Other Charges, net recognized in Results of Operations The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities. Restructuring charges for employee terminations include management's estimate as to the timing and amount of severance and actual results could differ from estimates. For the three months ended June 30, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Charges Total Three Months Ended June 30, 2023 Capital Markets - Software Solutions $ 1.0 $ — $ 1.0 Capital Markets - Compliance and Communications Management ( 4.0 ) — ( 4.0 ) Investment Companies - Software Solutions 0.7 — 0.7 Investment Companies - Compliance and Communications Management ( 0.2 ) — ( 0.2 ) Corporate 0.2 0.1 0.3 Total $ ( 2.3 ) $ 0.1 $ ( 2.2 ) Employee Terminations Other Restructuring Charges Total Three Months Ended June 30, 2022 Capital Markets - Software Solutions $ 0.2 $ — $ 0.2 Investment Companies - Compliance and Communications Management ( 0.3 ) 0.1 ( 0.2 ) Corporate 0.2 — 0.2 Total $ 0.1 $ 0.1 $ 0.2 For the six months ended June 30, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Charges Total Six Months Ended June 30, 2023 Capital Markets - Software Solutions $ 3.0 $ — $ 3.0 Capital Markets - Compliance and Communications Management 4.2 0.1 4.3 Investment Companies - Software Solutions 0.6 — 0.6 Corporate 0.7 0.1 0.8 Total $ 8.5 $ 0.2 $ 8.7 Employee Terminations Other Restructuring Charges Other Charges Total Six Months Ended June 30, 2022 Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communications Management 0.3 — 0.1 0.4 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communications Management 0.1 0.1 — 0.2 Corporate 0.2 — 0.1 0.3 Total $ 1.7 $ 0.1 $ 0.2 $ 2.0 For the three months ended June 30, 2023, the Company recorded a net credit for restructuring charges of $ 2.2 million, which includes a reversal in estimated severance for certain previously accrued employee termination costs as a result of voluntary resignations and differences in estimated and actual severance costs. For the six months ended June 30, 2023, the Company recorded restructuring charges of $ 8.5 million related to employee termination costs for approximately 150 employees. Substantially all employees will be terminated by December 31, 2023.The restructuring actions were primarily related to reorganization of certain capital markets operations. For the six months ended June 30, 2022, the Company recorded net restructuring charges of $ 1.7 million related to employee termination costs for approximately 70 employees, substantially all of whom were terminated as of December 31, 2022. The restructuring actions were primarily related to the reorganization of certain capital markets operations and the relocation of a digital print facility. Restructuring Reserve – Employee Terminations The Company’s employee terminations liability is included in accrued liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the six months ended June 30, 2023 were as follows: Employee Terminations Balance at December 31, 2022 $ 5.1 Restructuring charges, net 8.6 Non-cash items ( 0.1 ) Cash paid ( 7.4 ) Balance at June 30, 2023 $ 6.2 |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 6. Retirement Plans The components of estimated net pension plan income for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest cost $ 2.9 $ 1.9 $ 5.8 $ 3.7 Expected return on assets ( 3.3 ) ( 3.0 ) ( 6.6 ) ( 5.8 ) Amortization, net 0.3 0.8 0.5 1.6 Net pension plan income $ ( 0.1 ) $ ( 0.3 ) $ ( 0.3 ) $ ( 0.5 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Litigation From time to time, the Company’s customers and others file voluntary petitions for reorganization under United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company from these parties could be considered preference items and subject to return. In addition, the Company may be party to certain litigation arising in the ordinary course of business. Management believes that the final resolution of these preference items and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The Company’s debt as of June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 Term Loan A Facility $ 125.0 $ 125.0 Borrowings under the Revolving Facility 95.5 45.0 Unamortized debt issuance costs ( 0.7 ) ( 0.8 ) Total long-term debt $ 219.8 $ 169.2 Credit Agreement —On May 27, 2021 (the “Restatement Effective Date”), the Company amended and restated its credit agreement dated as of September 30, 2016 (as in effect prior to such amendment and restatement, the “Credit Agreement,” and the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”), by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, to, among other things, provide for a $ 200.0 million delayed-draw term loan A facility (the “Term Loan A Facility”) (bearing interest at a rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 2.00 % to 2.50 % based upon the Company's Consolidated Net Leverage Ratio), extend the maturity of the $ 300.0 million revolving credit facility (the “Revolving Facility”) to May 27, 2026 and modify the financial maintenance and negative covenants in the Credit Agreement. On May 11, 2023, the Company entered into the first amendment to the Amended and Restated Credit Agreement to change the reference rate from LIBOR, which ceased being published on June 30, 2023, to the Secured Overnight Financing Rate (“SOFR”) for both the Term Loan A Facility and the Revolving Facility. The SOFR interest rate was effective for the Revolving Facility and the Term Loan A on May 30, 2023 and June 12, 2023, respectively. No other significant terms of the Amended and Restated Credit Agreement were amended. The Amended and Restated Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and the Consolidated Net Leverage Ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of up to $ 20.0 million in the aggregate. Term Loan A Facility —The unpaid principal amount of the Term Loan A Facility is due and payable in full on May 27, 2026. Voluntary prepayments of the Term Loan A Facility are permitted at any time without premium or penalty. The weighted-average interest rate on borrowings under the Term Loan A Facility was 6.5 % and 2.6 % for the six months ended June 30, 2023 and 2022, respectively. The fair value of the Term Loan A Facility was $ 121.4 million and $ 121.6 million as of June 30, 2023 and December 31, 2022, respectively, and was determined to be Level 2 under the fair value hierarchy. Revolving Facility —As of June 30, 2023 and December 31, 2022, there were $ 95.5 million and $ 45.0 million, respectively, of borrowings outstanding under the Revolving Facility. The weighted average interest rate on borrowings under the Revolving Facility was 7.1 % and 3.1 % for the six months ended June 30, 2023 and 2022, respectively. The fair value of the Company's borrowings under the Revolving Facility is classified as Level 2 under the fair value hierarchy and approximated its carrying value as of June 30, 2023 and December 31, 2022, as the Revolving Facility carries a variable rate of interest reflecting current market rates. The following table summarizes interest expense, net included on the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest incurred $ 5.0 $ 2.3 $ 9.0 $ 3.9 Less: Interest income ( 0.4 ) ( 0.2 ) ( 0.9 ) ( 0.3 ) Interest expense, net $ 4.6 $ 2.1 $ 8.1 $ 3.6 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 9. Earnings per Share Basic earnings per share is calculated by dividing net earnings by the weighted average number of common shares outstanding for the period. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including stock options, restricted stock units, performance share units 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 six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net earnings per share: Basic $ 1.28 $ 1.46 $ 1.83 $ 2.25 Diluted $ 1.24 $ 1.42 $ 1.76 $ 2.17 Numerator: Net earnings $ 37.7 $ 46.0 $ 53.5 $ 72.4 Denominator: Basic weighted average number of common shares outstanding 29.5 31.5 29.3 32.2 Dilutive awards 0.9 0.9 1.1 1.2 Diluted weighted average number of common shares outstanding 30.4 32.4 30.4 33.4 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2023 | |
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 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 six months ended June 30, 2023, the Company repurchased 42,987 shares for $ 1.9 million at an average price of $ 43.59 per share and 76,555 shares for $ 3.2 million at an average price of $ 41.50 per share, respectively. As of June 30, 2023, the remaining authorized amount was $ 121.1 million. For the three and six months ended June 30, 2022 , the Company repurchased 2,180,796 shares for $ 64.4 million at an average price of $ 29.54 per share and 3,408,099 shares for $ 106.5 million at an average price of $ 31.24 per share, respectively. |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Comprehensive Income | Note 11. Comprehensive Income The components of other comprehensive income and income tax expense allocated to each component for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ 0.8 $ — $ 0.8 $ 1.0 $ — $ 1.0 Adjustment for net periodic pension and other postretirement benefits plans 0.3 — 0.3 0.5 0.1 0.4 Other comprehensive income $ 1.1 $ — $ 1.1 $ 1.5 $ 0.1 $ 1.4 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 0.6 ) $ ( 0.1 ) $ ( 0.5 ) $ ( 0.5 ) $ ( 0.1 ) $ ( 0.4 ) Adjustment for net periodic pension and other postretirement benefits plans 0.9 0.2 0.7 1.7 0.4 1.3 Other comprehensive income $ 0.3 $ 0.1 $ 0.2 $ 1.2 $ 0.3 $ 0.9 The following table summarizes changes in accumulated other comprehensive loss by component for the six months ended June 30, 2023: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2022 $ ( 67.9 ) $ ( 15.3 ) $ ( 83.2 ) Other comprehensive income before reclassifications — 1.0 1.0 Amounts reclassified from accumulated other comprehensive loss 0.4 — 0.4 Net change in accumulated other comprehensive loss 0.4 1.0 1.4 Balance at June 30, 2023 $ ( 67.5 ) $ ( 14.3 ) $ ( 81.8 ) The following table summarizes changes in accumulated other comprehensive loss by component for the six months ended June 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 — ( 0.4 ) ( 0.4 ) Amounts reclassified from accumulated other comprehensive loss 1.3 — 1.3 Net change in accumulated other comprehensive loss 1.3 ( 0.4 ) 0.9 Balance at June 30, 2022 $ ( 63.1 ) $ ( 14.3 ) $ ( 77.4 ) Reclassifications from accumulated other comprehensive loss for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 0.3 $ 0.8 $ 0.5 $ 1.6 Reclassifications before tax 0.3 0.8 0.5 1.6 Income tax expense — 0.1 0.1 0.3 Reclassifications, net of tax $ 0.3 $ 0.7 $ 0.4 $ 1.3 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
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 benefits plans, such as pension and other postretirement benefits plans expense (income) as well as share-based compensation expense, are included in Corporate and not allocated to the operating segments. Capital Markets The Company provides software solutions, tech-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. Capital markets clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of initial public offerings, secondary offerings, mergers and acquisitions, public and private debt offerings, leveraged buyouts, spinouts, special purpose acquisition company ("SPAC") and de-SPAC transactions and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and proxy filings. The Company’s operating segments associated with its capital markets services and product offerings are as follows: Capital Markets – Software Solutions— The Company provides Venue, ActiveDisclosure, eBrevia and other solutions to public and private companies to help manage public and private transactional and compliance processes; extract data and analyze contracts; collaborate; and tag, validate and file SEC documents. Capital Markets – Compliance & Communications Management— The Company provides tech-enabled services and print and distribution solutions to public and private companies for deal solutions and SEC compliance requirements. Investment Companies The Company provides software solutions, tech-enabled services and print, distribution and fulfillment solutions to its investment companies clients that are subject to the filing and reporting requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”), primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators. The Company’s suite of solutions enables its investment companies clients to comply with applicable ongoing SEC regulations, as well as to create, manage and deliver accurate and timely financial communications to investors and regulators. Investment companies clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows: Investment Companies – Software Solutions— The Company provides clients with the Arc Suite platform that contains a comprehensive suite of cloud-based solutions, including ArcDigital, ArcReporting, ArcPro and ArcRegulatory, as well as services that enable storage and management of compliance and regulatory information in a self-service, central repository so that documents can be easily accessed, assembled, edited, tagged, translated, rendered and submitted to regulators and investors. Investment Companies – Compliance & Communications Management— The Company provides its investment companies clients tech-enabled services to prepare, file and distribute registration forms, as well as XBRL-formatted filings pursuant to the Investment Company Act, through the SEC’s EDGAR system. In addition, the Company provides print and distribution solutions for its clients to communicate with their investors. Information by Segment The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported on the Unaudited Condensed Consolidated Financial Statements. Net Sales Income (Loss) Depreciation and Amortization Capital Expenditures Three Months Ended June 30, 2023 Capital Markets - Software Solutions $ 47.7 $ 4.4 $ 7.9 $ 6.3 Capital Markets - Compliance and Communications Management 122.9 47.0 1.9 1.9 Investment Companies - Software Solutions 28.0 6.7 3.4 3.8 Investment Companies - Compliance and Communications Management 43.5 16.1 1.2 0.7 Total operating segments 242.1 74.2 14.4 12.7 Corporate — ( 18.6 ) — 0.5 Total $ 242.1 $ 55.6 $ 14.4 $ 13.2 Three Months Ended June 30, 2022 Capital Markets - Software Solutions $ 46.3 $ 3.1 $ 5.6 $ 7.5 Capital Markets - Compliance and Communications Management 150.0 60.5 1.7 2.0 Investment Companies - Software Solutions 25.3 5.9 2.8 4.2 Investment Companies - Compliance and Communications Management 44.6 13.7 1.1 0.7 Total operating segments 266.2 83.2 11.2 14.4 Corporate — ( 17.3 ) — 0.5 Total $ 266.2 $ 65.9 $ 11.2 $ 14.9 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Six Months Ended June 30, 2023 Capital Markets - Software Solutions $ 91.4 $ 3.8 $ 197.9 $ 14.1 $ 11.8 Capital Markets - Compliance and Communications Management 217.0 63.6 441.4 3.7 3.0 Investment Companies - Software Solutions 54.4 11.7 101.5 6.7 7.3 Investment Companies - Compliance and Communications Management 77.9 24.2 49.8 2.3 1.0 Total operating segments 440.7 103.3 790.6 26.8 23.1 Corporate — ( 32.9 ) 111.6 — 0.7 Total $ 440.7 $ 70.4 $ 902.2 $ 26.8 $ 23.8 Six Months Ended June 30, 2022 Capital Markets - Software Solutions $ 91.0 $ 7.4 $ 196.8 $ 10.7 $ 12.8 Capital Markets - Compliance and Communications Management 253.6 89.4 475.9 3.2 2.7 Investment Companies - Software Solutions 50.4 12.1 97.3 5.7 7.2 Investment Companies - Compliance and Communications Management 82.2 21.8 58.3 2.2 1.3 Total operating segments 477.2 130.7 828.3 21.8 24.0 Corporate — ( 29.5 ) 96.9 0.1 0.8 Total $ 477.2 $ 101.2 $ 925.2 $ 21.9 $ 24.8 (a) Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments. |
Overview, Basis of Presentati_2
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN and all majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial data presented herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. |
Use of Estimates | Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s significant accounting policies and critical accounting estimates are disclosed in the Annual Report. |
Allowances for Expected Losses | Allowances for Expected Losses — Transactions affecting the current expected credit loss (“CECL”) reserve during the six months ended June 30, 2023 and 2022 were as follows: June 30, 2023 2022 Balance, beginning of year (a) $ 17.1 $ 12.7 Provisions charged to expense 7.7 4.2 Write-offs, reclassifications and other ( 7.0 ) ( 1.0 ) Balance, end of period (a) $ 17.8 $ 15.9 (a) As of June 30, 2023, the CECL reserve balance is comprised of a $ 17.0 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $ 16.5 million provision for accounts receivable and a $ 0.6 million provision for unbilled receivables and contract assets. |
Assets Held for Sale | Assets Held for Sale —As of June 30, 2023 and December 31, 2022 , the Company had land held for sale with a carrying value of $ 2.6 million. On August 30, 2022, the Company entered into an agreement to sell the land for $ 13.0 million. The closing of this transaction is subject to a due diligence period , a period to obtain needed entitlements and customary closing conditions and there is no assurance that the sale will be completed. |
Property, Plant and Equipment, net | Property, Plant and Equipment, net— The components of the Company’s property, plant and equipment, net at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Land $ 0.3 $ 0.3 Buildings 20.1 20.2 Machinery and equipment 68.1 66.8 88.5 87.3 Less: Accumulated depreciation ( 72.1 ) ( 69.7 ) Total $ 16.4 $ 17.6 |
Software, net | Software, net —Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years . Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $ 11.5 million and $ 9.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 21.8 million and $ 18.3 million for the six months ended June 30, 2023 and 2022 , respectively. |
Investments | Investments — The carrying value of the Company’s investments in equity securities was $ 5.5 million and $ 8.5 million at June 30, 2023 and December 31, 2022, respectively. The Company measures its equity securities that do not have a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes. During the three months ended June 30, 2023, there were no events or changes in circumstances that suggested an impairment or an observable price change. In March 2023, the Company sold an investment in an equity security. As a result of the sale, for the six months ended June 30, 2023, the Company received proceeds of $ 11.9 million, including $ 9.0 million of cash and common stock of the acquiror. During the three months ended June 30, 2023, the Company sold another investment in an equity security and received proceeds of $ 0.9 million in cash, which approximated its carrying value. The sales resulted in a net realized gain of $ 6.9 million for the six months ended June 30, 2023 , which is included in investment and other income, net, on the Unaudited Condensed Consolidated Statements of Operations within Corporate. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts, rather than at fair value. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted the standard prospectively on January 1, 2023. The adoption of this standard did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition The Company manages highly-customized data and materials to enable filings with the SEC on behalf of its customers as well as performs eXtensible Business Reporting Language (“XBRL”) and other services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among other services. The Company provides software solutions to public and private companies, mutual funds and other regulated investment firms to serve their regulatory and compliance needs, including Venue, Arc Suite, ActiveDisclosure, among others, and provides digital document creation, online content management and print and distribution solutions. Revenue is recognized upon transfer of control of promised services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or products. The Company’s services include software solutions and tech-enabled services whereas the Company’s products are comprised of print and distribution offerings. The Company’s arrangements with customers often include promises to transfer multiple services or products to a customer. Determining whether services and products are considered distinct performance obligations that should be accounted for separately requires significant judgment. Certain customer arrangements have multiple performance obligations as certain promises are both capable of being distinct and are distinct within the context of the contract. Other customer arrangements have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, and therefore is not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as further disclosed in the Annual Report. The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets, unbilled receivables or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists and therefore invoicing has not yet occurred. The Company generally estimates contract assets based on the historical selling price adjusted for its current experience and expected resolution of the variable consideration of the completed performance obligation. When the Company's contracts contain variable consideration, the variable consideration is recognized only to the extent that it is probable that a significant revenue reversal will not occur in a future period. As a result, the estimated revenue and contract assets may be constrained until the uncertainty associated with the variable consideration is resolved, which generally occurs in less than one year. Determining whether there will be a significant revenue reversal in the future and the determination of the amount of the constraint requires significant judgment. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. The Company estimates the value of unbilled receivables based on a combination of historical customer selling price and management’s assessment of realizable selling price. |
Lessee Leases Policy | The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company made payments of $ 4.4 million and $ 5.2 million for the three months ended June 30, 2023 and 2022, respectively, and $ 8.9 million and $ 10.7 million for the six months ended June 30, 2023 and 2022, respectively, related to its operating lease liabilities. The Company has finance leases primarily related to certain IT equipment. The Company made payments of $ 0.6 million and $ 0.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.2 million and $ 0.9 million for the six months ended June 30, 2023 and 2022 , respectively, related to its finance lease liabilities. |
Restructuring | The Company records restructuring charges associated with management-approved restructuring plans, which could include the elimination of job functions, closure or relocation of facilities, reorganization of operations, changes in management structure, workforce reductions or other actions. Restructuring charges may include ongoing and enhanced termination benefits related to employee separations, contract termination costs and other related costs associated with exit or disposal activities. Restructuring charges for employee terminations include management's estimate as to the timing and amount of severance and actual results could differ from estimates. |
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, performance share units and restricted stock. |
Overview, Basis of Presentati_3
Overview, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Current Expected Credit Loss Reserve | Transactions affecting the current expected credit loss (“CECL”) reserve during the six months ended June 30, 2023 and 2022 were as follows: June 30, 2023 2022 Balance, beginning of year (a) $ 17.1 $ 12.7 Provisions charged to expense 7.7 4.2 Write-offs, reclassifications and other ( 7.0 ) ( 1.0 ) Balance, end of period (a) $ 17.8 $ 15.9 (a) As of June 30, 2023, the CECL reserve balance is comprised of a $ 17.0 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $ 16.5 million provision for accounts receivable and a $ 0.6 million provision for unbilled receivables and contract assets. |
Components of Company's Property, Plant and Equipment | The components of the Company’s property, plant and equipment, net at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Land $ 0.3 $ 0.3 Buildings 20.1 20.2 Machinery and equipment 68.1 66.8 88.5 87.3 Less: Accumulated depreciation ( 72.1 ) ( 69.7 ) Total $ 16.4 $ 17.6 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue between Tech-Enabled Services, Software Solutions and Print and Distribution by Reportable Segment | The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended June 30, 2023 2022 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 47.7 $ — $ 47.7 $ — $ 46.3 $ — $ 46.3 Capital Markets - Compliance and Communications Management 84.0 — 38.9 122.9 110.9 — 39.1 150.0 Investment Companies - Software Solutions — 28.0 — 28.0 — 25.3 — 25.3 Investment Companies - Compliance and Communications Management 20.5 — 23.0 43.5 22.4 — 22.2 44.6 Total net sales $ 104.5 $ 75.7 $ 61.9 $ 242.1 $ 133.3 $ 71.6 $ 61.3 $ 266.2 Six Months Ended June 30, 2023 2022 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 91.4 $ — $ 91.4 $ — $ 91.0 $ — $ 91.0 Capital Markets - Compliance and Communications Management 144.7 — 72.3 217.0 182.0 — 71.6 253.6 Investment Companies - Software Solutions — 54.4 — 54.4 — 50.4 — 50.4 Investment Companies - Compliance and Communications Management 38.2 — 39.7 77.9 43.0 — 39.2 82.2 Total net sales $ 182.9 $ 145.8 $ 112.0 $ 440.7 $ 225.0 $ 141.4 $ 110.8 $ 477.2 |
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 $ 14.0 million and $ 10.0 million of revenue during the three months ended June 30, 2023 and 2022 , respectively, that was included in the deferred revenue balances at the beginning of the respective periods. The Company recognized $ 31.7 million and $ 26.1 million of revenue during the six months ended June 30, 2023 and 2022, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Changes in contract liabilities were as follows: Balance at January 1, 2023 $ 46.1 Deferral of revenue 79.2 Revenue recognized ( 71.7 ) Balance at June 30, 2023 $ 53.6 Balance at January 1, 2022 $ 36.0 Deferral of revenue 78.8 Revenue recognized ( 65.9 ) Balance at June 30, 2022 $ 48.9 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balances of Goodwill by Reporting Segment | The goodwill balances by reportable segment were as follows: Gross book Accumulated Net book Foreign Net book Capital Markets - Software Solutions $ 100.1 $ — $ 100.1 $ — $ 100.1 Capital Markets - Compliance and Communications Management 252.7 — 252.7 0.1 252.8 Investment Companies - Software Solutions 53.0 — 53.0 0.1 53.1 Investment Companies - Compliance and Communications Management 40.6 ( 40.6 ) — — — Total $ 446.4 $ ( 40.6 ) $ 405.8 $ 0.2 $ 406.0 |
Components of Other Intangible Assets | The components of other intangible assets at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Gross Accumulated Net Book Gross Accumulated Net Book Customer relationships $ 10.4 $ ( 3.9 ) $ 6.5 $ 10.4 $ ( 2.8 ) $ 7.6 Trade name 1.0 ( 0.9 ) 0.1 1.0 ( 0.8 ) 0.2 Total other intangible assets $ 11.4 $ ( 4.8 ) $ 6.6 $ 11.4 $ ( 3.6 ) $ 7.8 Prior to the second quarter of 2023, the customer relationships intangible asset was amortized over a useful life of 15 years. During the second quarter of 2023, the Company revised its estimate of the remaining useful life of its customer relationships intangible asset from eleven years to two 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 2023 (excluding the six months ended June 30, 2023) $ 2.0 2024 3.7 2025 0.9 Total $ 6.6 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense: Operating lease expense $ 3.3 $ 4.3 $ 7.2 $ 8.8 Sublease income ( 1.0 ) ( 1.0 ) ( 2.1 ) ( 2.1 ) Net operating lease expense $ 2.3 $ 3.3 $ 5.1 $ 6.7 Finance lease expense: Amortization of ROU assets $ 0.6 $ 0.5 $ 1.2 $ 0.9 Interest on lease liabilities — — 0.1 0.1 Total finance lease expense $ 0.6 $ 0.5 $ 1.3 $ 1.0 |
Summary of Company's Finance Leases Presented On Unaudited Condensed Consolidated Balance Sheets | The Company’s finance leases are presented on the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: June 30, 2023 December 31, 2022 Property, plant and equipment, net $ 8.3 $ 7.1 Accrued liabilities $ 2.5 $ 2.0 Other noncurrent liabilities 5.9 5.1 Total $ 8.4 $ 7.1 |
Summary of Information Related to Finance Leases | Other information related to finance leases for the six months ended June 30, 2023 and 2022 and as of June 30, 2023 and December 31, 2022 was as follows: Six Months Ended June 30, 2023 2022 Non-cash disclosure: Increase in finance lease liabilities due to new ROU assets $ 2.5 $ 0.9 June 30, 2023 December 31, 2022 Finance lease weighted averages: Remaining lease term 3.4 years 3.4 years Discount rate 3.4 % 2.5 % |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Charges, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations | For the three months ended June 30, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Charges Total Three Months Ended June 30, 2023 Capital Markets - Software Solutions $ 1.0 $ — $ 1.0 Capital Markets - Compliance and Communications Management ( 4.0 ) — ( 4.0 ) Investment Companies - Software Solutions 0.7 — 0.7 Investment Companies - Compliance and Communications Management ( 0.2 ) — ( 0.2 ) Corporate 0.2 0.1 0.3 Total $ ( 2.3 ) $ 0.1 $ ( 2.2 ) Employee Terminations Other Restructuring Charges Total Three Months Ended June 30, 2022 Capital Markets - Software Solutions $ 0.2 $ — $ 0.2 Investment Companies - Compliance and Communications Management ( 0.3 ) 0.1 ( 0.2 ) Corporate 0.2 — 0.2 Total $ 0.1 $ 0.1 $ 0.2 For the six months ended June 30, 2023 and 2022, the Company recorded the following restructuring, impairment and other charges, net by reportable segment: Employee Terminations Other Charges Total Six Months Ended June 30, 2023 Capital Markets - Software Solutions $ 3.0 $ — $ 3.0 Capital Markets - Compliance and Communications Management 4.2 0.1 4.3 Investment Companies - Software Solutions 0.6 — 0.6 Corporate 0.7 0.1 0.8 Total $ 8.5 $ 0.2 $ 8.7 Employee Terminations Other Restructuring Charges Other Charges Total Six Months Ended June 30, 2022 Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communications Management 0.3 — 0.1 0.4 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communications Management 0.1 0.1 — 0.2 Corporate 0.2 — 0.1 0.3 Total $ 1.7 $ 0.1 $ 0.2 $ 2.0 |
Employee Severance | |
Schedule of Changes in the Employee Terminations Liability | The Company’s employee terminations liability is included in accrued liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. Changes in the accrual for employee terminations during the six months ended June 30, 2023 were as follows: Employee Terminations Balance at December 31, 2022 $ 5.1 Restructuring charges, net 8.6 Non-cash items ( 0.1 ) Cash paid ( 7.4 ) Balance at June 30, 2023 $ 6.2 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Components of Estimated Net Periodic Benefit Income | The components of estimated net pension plan income for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest cost $ 2.9 $ 1.9 $ 5.8 $ 3.7 Expected return on assets ( 3.3 ) ( 3.0 ) ( 6.6 ) ( 5.8 ) Amortization, net 0.3 0.8 0.5 1.6 Net pension plan income $ ( 0.1 ) $ ( 0.3 ) $ ( 0.3 ) $ ( 0.5 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt as of June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 Term Loan A Facility $ 125.0 $ 125.0 Borrowings under the Revolving Facility 95.5 45.0 Unamortized debt issuance costs ( 0.7 ) ( 0.8 ) Total long-term debt $ 219.8 $ 169.2 |
Summary of Interest Expense | The following table summarizes interest expense, net included on the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Interest incurred $ 5.0 $ 2.3 $ 9.0 $ 3.9 Less: Interest income ( 0.4 ) ( 0.2 ) ( 0.9 ) ( 0.3 ) Interest expense, net $ 4.6 $ 2.1 $ 8.1 $ 3.6 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share Calculation and Anti-dilutive Share-based Awards | The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive share-based awards for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net earnings per share: Basic $ 1.28 $ 1.46 $ 1.83 $ 2.25 Diluted $ 1.24 $ 1.42 $ 1.76 $ 2.17 Numerator: Net earnings $ 37.7 $ 46.0 $ 53.5 $ 72.4 Denominator: Basic weighted average number of common shares outstanding 29.5 31.5 29.3 32.2 Dilutive awards 0.9 0.9 1.1 1.2 Diluted weighted average number of common shares outstanding 30.4 32.4 30.4 33.4 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Components of Other Comprehensive Income and Income Tax Expense Allocated to Each Component | The components of other comprehensive income and income tax expense allocated to each component for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ 0.8 $ — $ 0.8 $ 1.0 $ — $ 1.0 Adjustment for net periodic pension and other postretirement benefits plans 0.3 — 0.3 0.5 0.1 0.4 Other comprehensive income $ 1.1 $ — $ 1.1 $ 1.5 $ 0.1 $ 1.4 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Before Tax Income Tax Net of Tax Before Tax Income Tax Net of Tax Translation adjustments $ ( 0.6 ) $ ( 0.1 ) $ ( 0.5 ) $ ( 0.5 ) $ ( 0.1 ) $ ( 0.4 ) Adjustment for net periodic pension and other postretirement benefits plans 0.9 0.2 0.7 1.7 0.4 1.3 Other comprehensive income $ 0.3 $ 0.1 $ 0.2 $ 1.2 $ 0.3 $ 0.9 |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table summarizes changes in accumulated other comprehensive loss by component for the six months ended June 30, 2023: Pension and Other Postretirement Benefits Plans Cost Translation Adjustments Total Balance at December 31, 2022 $ ( 67.9 ) $ ( 15.3 ) $ ( 83.2 ) Other comprehensive income before reclassifications — 1.0 1.0 Amounts reclassified from accumulated other comprehensive loss 0.4 — 0.4 Net change in accumulated other comprehensive loss 0.4 1.0 1.4 Balance at June 30, 2023 $ ( 67.5 ) $ ( 14.3 ) $ ( 81.8 ) The following table summarizes changes in accumulated other comprehensive loss by component for the six months ended June 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 — ( 0.4 ) ( 0.4 ) Amounts reclassified from accumulated other comprehensive loss 1.3 — 1.3 Net change in accumulated other comprehensive loss 1.3 ( 0.4 ) 0.9 Balance at June 30, 2022 $ ( 63.1 ) $ ( 14.3 ) $ ( 77.4 ) |
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost | Reclassifications from accumulated other comprehensive loss for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization of pension and other postretirement benefits plans cost: Net actuarial loss (a) $ 0.3 $ 0.8 $ 0.5 $ 1.6 Reclassifications before tax 0.3 0.8 0.5 1.6 Income tax expense — 0.1 0.1 0.3 Reclassifications, net of tax $ 0.3 $ 0.7 $ 0.4 $ 1.3 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported on the Unaudited Condensed Consolidated Financial Statements. Net Sales Income (Loss) Depreciation and Amortization Capital Expenditures Three Months Ended June 30, 2023 Capital Markets - Software Solutions $ 47.7 $ 4.4 $ 7.9 $ 6.3 Capital Markets - Compliance and Communications Management 122.9 47.0 1.9 1.9 Investment Companies - Software Solutions 28.0 6.7 3.4 3.8 Investment Companies - Compliance and Communications Management 43.5 16.1 1.2 0.7 Total operating segments 242.1 74.2 14.4 12.7 Corporate — ( 18.6 ) — 0.5 Total $ 242.1 $ 55.6 $ 14.4 $ 13.2 Three Months Ended June 30, 2022 Capital Markets - Software Solutions $ 46.3 $ 3.1 $ 5.6 $ 7.5 Capital Markets - Compliance and Communications Management 150.0 60.5 1.7 2.0 Investment Companies - Software Solutions 25.3 5.9 2.8 4.2 Investment Companies - Compliance and Communications Management 44.6 13.7 1.1 0.7 Total operating segments 266.2 83.2 11.2 14.4 Corporate — ( 17.3 ) — 0.5 Total $ 266.2 $ 65.9 $ 11.2 $ 14.9 Net Sales Income (Loss) from Operations Assets (a) Depreciation and Amortization Capital Expenditures Six Months Ended June 30, 2023 Capital Markets - Software Solutions $ 91.4 $ 3.8 $ 197.9 $ 14.1 $ 11.8 Capital Markets - Compliance and Communications Management 217.0 63.6 441.4 3.7 3.0 Investment Companies - Software Solutions 54.4 11.7 101.5 6.7 7.3 Investment Companies - Compliance and Communications Management 77.9 24.2 49.8 2.3 1.0 Total operating segments 440.7 103.3 790.6 26.8 23.1 Corporate — ( 32.9 ) 111.6 — 0.7 Total $ 440.7 $ 70.4 $ 902.2 $ 26.8 $ 23.8 Six Months Ended June 30, 2022 Capital Markets - Software Solutions $ 91.0 $ 7.4 $ 196.8 $ 10.7 $ 12.8 Capital Markets - Compliance and Communications Management 253.6 89.4 475.9 3.2 2.7 Investment Companies - Software Solutions 50.4 12.1 97.3 5.7 7.2 Investment Companies - Compliance and Communications Management 82.2 21.8 58.3 2.2 1.3 Total operating segments 477.2 130.7 828.3 21.8 24.0 Corporate — ( 29.5 ) 96.9 0.1 0.8 Total $ 477.2 $ 101.2 $ 925.2 $ 21.9 $ 24.8 (a) Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments. |
Overview, Basis of Presentati_4
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Receivables [Abstract] | |||
Balance, beginning of year | [1] | $ 17.1 | $ 12.7 |
Provisions charged to expense | 7.7 | 4.2 | |
Write-offs, reclassifications and other | (7) | (1) | |
Balance, end of period | [1] | $ 17.8 | $ 15.9 |
[1] As of June 30, 2023, the CECL reserve balance is comprised of a $ 17.0 million provision for accounts receivable and a $ 0.8 million provision for unbilled receivables and contract assets. As of December 31, 2022, the CECL reserve balance was comprised of a $ 16.5 million provision for accounts receivable and a $ 0.6 million provision for unbilled receivables and contract assets. |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts and Financing Receivable, Allowance for Credit Loss | $ 17 | $ 16.5 |
Provision of unbilled receivables and contract assets | $ 0.8 | $ 0.6 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 88.5 | $ 87.3 |
Less: Accumulated depreciation | (72.1) | (69.7) |
Total | 16.4 | 17.6 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 0.3 | 0.3 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 20.1 | 20.2 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 68.1 | $ 66.8 |
Overview, Basis of Presentati_7
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Aug. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Depreciation expense | $ 1.9 | $ 1.5 | $ 3.8 | $ 3.1 | ||
Real Estate Held for sale | 2.6 | 2.6 | $ 2.6 | |||
Proceeds from sale of investments | 11.9 | |||||
Cash received from sale of investment | 9.9 | 0 | ||||
Net realized gain on sale of investments | 6.9 | 0 | ||||
Land sales price including demo reimbursement | $ 13 | |||||
Equity Securities | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Equity investments carrying value | 5.5 | 5.5 | $ 8.5 | |||
Investment #1 [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Cash received from sale of investment | $ 9 | |||||
Investment #2 [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Cash received from sale of investment | $ 0.9 | |||||
Computer Software, Intangible Asset | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Estimated useful life of amortized intangible assets | 3 years | 3 years | ||||
Amortization expense related to internally-developed software | $ 11.5 | $ 9.4 | $ 21.8 | $ 18.3 | ||
Customer Relationships | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Estimated useful life of amortized intangible assets | 15 years | 15 years |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total net sales | $ 242.1 | $ 266.2 | $ 440.7 | $ 477.2 |
Tech-enabled Services | ||||
Total net sales | 104.5 | 133.3 | 182.9 | 225 |
Software Solutions | ||||
Total net sales | 75.7 | 71.6 | 145.8 | 141.4 |
Print and Distribution | ||||
Total net sales | 61.9 | 61.3 | 112 | 110.8 |
Capital Markets - Software Solutions | ||||
Total net sales | 47.7 | 46.3 | 91.4 | 91 |
Capital Markets - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Software Solutions | Software Solutions | ||||
Total net sales | 47.7 | 46.3 | 91.4 | 91 |
Capital Markets - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | ||||
Total net sales | 122.9 | 150 | 217 | 253.6 |
Capital Markets - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 84 | 110.9 | 144.7 | 182 |
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 | 38.9 | 39.1 | 72.3 | 71.6 |
Investment Companies - Software Solutions | ||||
Total net sales | 28 | 25.3 | 54.4 | 50.4 |
Investment Companies - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Software Solutions | Software Solutions | ||||
Total net sales | 28 | 25.3 | 54.4 | 50.4 |
Investment Companies - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | ||||
Total net sales | 43.5 | 44.6 | 77.9 | 82.2 |
Investment Companies - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 20.5 | 22.4 | 38.2 | 43 |
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 | $ 23 | $ 22.2 | $ 39.7 | $ 39.2 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |||||
Contract assets | $ 22.1 | $ 22.1 | $ 20.1 | ||
Invoiced to customers amount that exceeded estimates of standalone selling price | 8.7 | $ 8.8 | 16.4 | $ 7.2 | |
Unbilled receivables | 59.8 | 59.8 | $ 33.2 | ||
Revenue recognized included in deferred revenue | $ 14 | $ 10 | $ 31.7 | $ 26.1 |
Revenue (Additional Information
Revenue (Additional Information 1) (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-06-30 $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation | $ 119.9 |
Revenue remaining performance obligation percentage | 48% |
Revenue remaining performance obligation expected timing of satisfaction period1 | 12 months |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Financial Position [Abstract] | ||
Balance beginning | $ 46.1 | $ 36 |
Deferral of revenue | 79.2 | 78.8 |
Revenue recognized | (71.7) | (65.9) |
Balance ending | $ 53.6 | $ 48.9 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense for other intangible assets | $ 1 | $ 0.3 | $ 1.2 | $ 0.5 |
Weighted-average remaining useful life for unamortized intangible assets | 2 years | 2 years | ||
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life of amortized intangible assets | 15 years | 15 years | ||
Weighted-average remaining useful life for unamortized intangible assets | 11 years | 11 years | ||
Weighted-average revised remaining useful life for unamortized intangible assets | 2 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Balances of Goodwill by Reporting Segment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Gross book value | $ 446.4 | |
Accumulated impairment charges | (40.6) | |
Goodwill, beginning balance | $ 405.8 | |
Foreign exchange and other adjustments | 0.2 | |
Goodwill, ending balance | 406 | |
Capital Markets - Software Solutions | ||
Goodwill [Line Items] | ||
Gross book value | 100.1 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 100.1 | |
Foreign exchange and other adjustments | 0 | |
Goodwill, ending balance | 100.1 | |
Capital Markets - Compliance and Communications Management | ||
Goodwill [Line Items] | ||
Gross book value | 252.7 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 252.7 | |
Foreign exchange and other adjustments | 0.1 | |
Goodwill, ending balance | 252.8 | |
Investment Companies - Software Solutions | ||
Goodwill [Line Items] | ||
Gross book value | 53 | |
Accumulated impairment charges | 0 | |
Goodwill, beginning balance | 53 | |
Foreign exchange and other adjustments | 0.1 | |
Goodwill, ending balance | 53.1 | |
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_5
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11.4 | $ 11.4 |
Accumulated Amortization | (4.8) | (3.6) |
Net Book Value | 6.6 | 7.8 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10.4 | 10.4 |
Accumulated Amortization | (3.9) | (2.8) |
Net Book Value | 6.5 | 7.6 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1 | 1 |
Accumulated Amortization | (0.9) | (0.8) |
Net Book Value | $ 0.1 | $ 0.2 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (excluding the six months ended June 30, 2023) | $ 2 | |
2024 | 3.7 | |
2025 | 0.9 | |
Net Book Value | $ 6.6 | $ 7.8 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease payments | $ 4.4 | $ 5.2 | $ 8.9 | $ 10.7 |
Finance lease payments | $ 0.6 | $ 0.5 | $ 1.2 | $ 0.9 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 3.3 | $ 4.3 | $ 7.2 | $ 8.8 |
Sublease income | (1) | (1) | (2.1) | (2.1) |
Net operating lease expense | 2.3 | 3.3 | 5.1 | 6.7 |
Amortization of ROU assets | 0.6 | 0.5 | 1.2 | 0.9 |
Interest on lease liabilities | 0 | 0 | 0.1 | 0.1 |
Total finance lease expense | $ 0.6 | $ 0.5 | $ 1.3 | $ 1 |
Leases - Summary of Company's F
Leases - Summary of Company's Finance Leases Presented within Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Property, plant and equipment, net | $ 8.3 | $ 7.1 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Accrued liabilities | $ 2.5 | $ 2 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Other noncurrent liabilities | $ 5.9 | $ 5.1 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Lease, Liability, Total | $ 8.4 | $ 7.1 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Finance Leases (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Increase in finance lease liabilities due to new ROU assets | $ 2.5 | $ 0.9 | |
Weighted-average remaining lease term | 3 years 4 months 24 days | 3 years 4 months 24 days | |
Weighted-average discount rate | 3.40% | 2.50% |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Charges, net - Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | $ (2.3) | $ 0.1 | $ 8.5 | $ 1.7 |
Other Restructuring Charges | 0.1 | 0.1 | ||
Other Charges | 0.1 | 0.2 | 0.2 | |
Total | (2.2) | 0.2 | 8.7 | 2 |
Capital Markets - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 1 | 0.2 | 3 | 1 |
Other Restructuring Charges | 0 | 0 | ||
Other Charges | 0 | 0 | 0 | |
Total | 1 | 0.2 | 3 | 1 |
Capital Markets - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | (4) | 4.2 | 0.3 | |
Other Restructuring Charges | 0 | |||
Other Charges | 0 | 0.1 | 0.1 | |
Total | (4) | 4.3 | 0.4 | |
Investment Companies - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.7 | 0.6 | 0.1 | |
Other Restructuring Charges | 0 | |||
Other Charges | 0 | 0 | 0 | |
Total | 0.7 | 0.6 | 0.1 | |
Investment Companies - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | (0.2) | (0.3) | 0.1 | |
Other Restructuring Charges | 0.1 | 0.1 | ||
Other Charges | 0 | 0 | ||
Total | (0.2) | (0.2) | 0.2 | |
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.2 | 0.2 | 0.7 | 0.2 |
Other Restructuring Charges | 0 | 0 | ||
Other Charges | 0.1 | 0.1 | 0.1 | |
Total | $ 0.3 | $ 0.2 | $ 0.8 | $ 0.3 |
Restructuring, Impairment and_4
Restructuring, Impairment and Other Charges, net - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Employee | Jun. 30, 2022 USD ($) Employee | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee Terminations | $ (2.3) | $ 0.1 | $ 8.5 | $ 1.7 |
Restructuring, impairment and other charges, net | (2.2) | $ 0.2 | $ 8.7 | $ 2 |
Number of employees used to determine employee termination costs | Employee | 150 | 70 | ||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee Terminations | $ 2.2 |
Restructuring, Impairment and_5
Restructuring, Impairment and Other Charges, net - Schedule of Changes in the Employee Terminations Liability (Details) - Employee Severance $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Balance at the beginning | $ 5.1 |
Restructuring Charges, net | 8.6 |
Non-cash Items | (0.1) |
Cash paid | (7.4) |
Balance at the end | $ 6.2 |
Retirement Plans - Components o
Retirement Plans - Components of Estimated Net Periodic Benefit Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 2.9 | $ 1.9 | $ 5.8 | $ 3.7 |
Expected return on assets | (3.3) | (3) | (6.6) | (5.8) |
Amortization, net | 0.3 | 0.8 | 0.5 | 1.6 |
Net pension plan income | $ (0.1) | $ (0.3) | $ (0.3) | $ (0.5) |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (0.7) | $ (0.8) |
Total long-term debt | 219.8 | 169.2 |
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 | $ 95.5 | $ 45 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | May 27, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowings under the Revolving Facility | $ 95.5 | $ 45 | ||
Weighted average interest rate on borrowing | 7.10% | 3.10% | ||
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 | $ 121.4 | $ 121.6 | ||
Weighted average interest rate on borrowing | 6.50% | 2.60% | ||
Amended and Restated Credit Agreement | Term Loan A Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread on variable rate | 2.50% | |||
Amended and Restated Credit Agreement | Term Loan A Facility | London Interbank Offered Rate (LIBOR) | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instruments [Abstract] | ||||
Interest incurred | $ 5 | $ 2.3 | $ 9 | $ 3.9 |
Less: Interest income | (0.4) | (0.2) | (0.9) | (0.3) |
Interest expense, net | $ 4.6 | $ 2.1 | $ 8.1 | $ 3.6 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic | $ 1.28 | $ 1.46 | $ 1.83 | $ 2.25 |
Diluted | $ 1.24 | $ 1.42 | $ 1.76 | $ 2.17 |
Net Income (Loss) | $ 37.7 | $ 46 | $ 53.5 | $ 72.4 |
Basic weighted average number of common shares outstanding | 29.5 | 31.5 | 29.3 | 32.2 |
Dilutive awards | 0.9 | 0.9 | 1.1 | 1.2 |
Diluted weighted average number of common shares outstanding | 30.4 | 32.4 | 30.4 | 33.4 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Aug. 17, 2022 | Feb. 17, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
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 | 42,987 | 2,180,796 | 76,555 | 3,408,099 | |||
Repurchases of common stock, value | $ 1.9 | $ 64.4 | $ 3.2 | $ 106.5 | |||
Shares repurchased average price | $ 43.59 | $ 29.54 | $ 41.50 | $ 31.24 | |||
Stock repurchase program, remaining authorized amount | $ 121.1 | $ 121.1 | |||||
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 and Income Tax Expense Allocated to Each Component (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income, Before Tax Amount | $ 1.1 | $ 0.3 | $ 1.5 | $ 1.2 |
Other comprehensive income, Income Tax Expense | 0 | 0.1 | 0.1 | 0.3 |
Other comprehensive income, net of tax | 1.1 | 0.2 | 1.4 | 0.9 |
Translation Adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income, Before Tax Amount | 0.8 | (0.6) | 1 | (0.5) |
Other comprehensive income, Income Tax Expense | 0 | (0.1) | 0 | (0.1) |
Other comprehensive income, net of tax | 0.8 | (0.5) | 1 | (0.4) |
Adjustment for Net Periodic Pension and Other Postretirement Benefits Plans | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income, Before Tax Amount | 0.3 | 0.9 | 0.5 | 1.7 |
Other comprehensive income, Income Tax Expense | 0 | 0.2 | 0.1 | 0.4 |
Other comprehensive income, net of tax | $ 0.3 | $ 0.7 | $ 0.4 | $ 1.3 |
Comprehensive Income - Schedu_2
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $ 329.5 | $ 377 |
Balance | 376 | 341.4 |
Pension and Other Postretirement Benefits Plans Cost | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (67.9) | (64.4) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0.4 | 1.3 |
Net change in accumulated other comprehensive loss | 0.4 | 1.3 |
Balance | (67.5) | (63.1) |
Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (15.3) | (13.9) |
Other comprehensive income before reclassifications | 1 | (0.4) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Net change in accumulated other comprehensive loss | 1 | (0.4) |
Balance | (14.3) | (14.3) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (83.2) | (78.3) |
Other comprehensive income before reclassifications | 1 | (0.4) |
Amounts reclassified from accumulated other comprehensive loss | 0.4 | 1.3 |
Net change in accumulated other comprehensive loss | 1.4 | 0.9 |
Balance | $ (81.8) | $ (77.4) |
Comprehensive Income - Reclassi
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications before tax | $ 0.3 | $ 0.8 | $ 0.5 | $ 1.6 | |
Income tax expense | 0 | 0.1 | 0.1 | 0.3 | |
Reclassifications, net of tax | 0.3 | 0.7 | 0.4 | 1.3 | |
Accumulated Defined Benefit Plans Adjustment, Net Actuarial loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications before tax | [1] | $ 0.3 | $ 0.8 | $ 0.5 | $ 1.6 |
[1] These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plans income recognized in investment and other income, net on the Unaudited Condensed Consolidated Statements of Operations (see Note 6, Retirement Plans ). |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 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 | 6 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | $ 242.1 | $ 266.2 | $ 440.7 | $ 477.2 | ||||||
Income (Loss) from Operations | 55.6 | 65.9 | 70.4 | 101.2 | ||||||
Assets | 902.2 | [1] | 925.2 | [1] | 902.2 | [1] | 925.2 | [1] | $ 828.3 | |
Depreciation and Amortization | 14.4 | 11.2 | 26.8 | 21.9 | ||||||
Capital Expenditures | 13.2 | 14.9 | 23.8 | 24.8 | ||||||
Capital Markets - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 47.7 | 46.3 | 91.4 | 91 | ||||||
Income (Loss) from Operations | 4.4 | 3.1 | 3.8 | 7.4 | ||||||
Assets | [1] | 197.9 | 196.8 | 197.9 | 196.8 | |||||
Depreciation and Amortization | 7.9 | 5.6 | 14.1 | 10.7 | ||||||
Capital Expenditures | 6.3 | 7.5 | 11.8 | 12.8 | ||||||
Capital Markets - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 122.9 | 150 | 217 | 253.6 | ||||||
Income (Loss) from Operations | 47 | 60.5 | 63.6 | 89.4 | ||||||
Assets | [1] | 441.4 | 475.9 | 441.4 | 475.9 | |||||
Depreciation and Amortization | 1.9 | 1.7 | 3.7 | 3.2 | ||||||
Capital Expenditures | 1.9 | 2 | 3 | 2.7 | ||||||
Investment Companies - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 28 | 25.3 | 54.4 | 50.4 | ||||||
Income (Loss) from Operations | 6.7 | 5.9 | 11.7 | 12.1 | ||||||
Assets | [1] | 101.5 | 97.3 | 101.5 | 97.3 | |||||
Depreciation and Amortization | 3.4 | 2.8 | 6.7 | 5.7 | ||||||
Capital Expenditures | 3.8 | 4.2 | 7.3 | 7.2 | ||||||
Investment Companies - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 43.5 | 44.6 | 77.9 | 82.2 | ||||||
Income (Loss) from Operations | 16.1 | 13.7 | 24.2 | 21.8 | ||||||
Assets | [1] | 49.8 | 58.3 | 49.8 | 58.3 | |||||
Depreciation and Amortization | 1.2 | 1.1 | 2.3 | 2.2 | ||||||
Capital Expenditures | 0.7 | 0.7 | 1 | 1.3 | ||||||
Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 242.1 | 266.2 | 440.7 | 477.2 | ||||||
Income (Loss) from Operations | 74.2 | 83.2 | 103.3 | 130.7 | ||||||
Assets | [1] | 790.6 | 828.3 | 790.6 | 828.3 | |||||
Depreciation and Amortization | 14.4 | 11.2 | 26.8 | 21.8 | ||||||
Capital Expenditures | 12.7 | 14.4 | 23.1 | 24 | ||||||
Corporate | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net Sales | 0 | 0 | 0 | 0 | ||||||
Income (Loss) from Operations | (18.6) | (17.3) | (32.9) | (29.5) | ||||||
Assets | [1] | 111.6 | 96.9 | 111.6 | 96.9 | |||||
Depreciation and Amortization | 0 | 0 | 0 | 0.1 | ||||||
Capital Expenditures | $ 0.5 | $ 0.5 | $ 0.7 | $ 0.8 | ||||||
[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. |