Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | DFIN | |
Entity Registrant Name | Donnelley Financial Solutions, Inc. | |
Entity Central Index Key | 0001669811 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,375,370 | |
Title of 12(b) Security | Common Stock (Par Value $0.01) | |
Security Exchange Name | NYSE | |
Entity File Number | 1-37728 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4829638 | |
Entity Address, Address Line One | 35 West Wacker Drive | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | 844 | |
Local Phone Number | 866-4337 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Total net sales | $ 209.5 | $ 195.9 | $ 684.2 | $ 684.4 | |
Total cost of sales | [1] | 112.5 | 121.3 | 386.3 | 424.2 |
Selling, general and administrative expenses | [1] | 62.2 | 46.2 | 192 | 159 |
Depreciation and amortization | 12.6 | 12.7 | 39.7 | 36.8 | |
Restructuring, impairment and other charges, net | 7 | 2.8 | 35.2 | 8.7 | |
Other operating income, net | 0 | (19.2) | 0 | (16.4) | |
Income from operations | 15.2 | 32.1 | 31 | 72.1 | |
Interest expense, net | 5.9 | 8.6 | 16.8 | 26.6 | |
Investment and other income, net | (0.4) | (0.5) | (1.3) | (1.6) | |
Earnings before income taxes | 9.7 | 24 | 15.5 | 47.1 | |
Income tax expense | 2.6 | 9.3 | 5.6 | 16.5 | |
Net earnings | $ 7.1 | $ 14.7 | $ 9.9 | $ 30.6 | |
Net earnings per share: | |||||
Basic | $ 0.21 | $ 0.43 | $ 0.29 | $ 0.90 | |
Diluted | $ 0.21 | $ 0.43 | $ 0.29 | $ 0.89 | |
Weighted average number of common shares outstanding: | |||||
Basic | 34 | 34.2 | 34 | 34.1 | |
Diluted | 34.2 | 34.3 | 34 | 34.2 | |
Tech-enabled Services | |||||
Total net sales | $ 104.5 | $ 83.9 | $ 301.8 | $ 280.5 | |
Total cost of sales | 42.6 | 41.7 | 132.9 | 141.1 | |
Software Solutions | |||||
Total net sales | 51.1 | 46.6 | 146 | 139.1 | |
Total cost of sales | 23.3 | 25.2 | 71.8 | 76.8 | |
Print and Distribution | |||||
Total net sales | 53.9 | 65.4 | 236.4 | 264.8 | |
Total cost of sales | $ 46.6 | $ 54.4 | $ 181.6 | $ 206.3 | |
[1] | Exclusive of depreciation and amortization |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net earnings | $ 7.1 | $ 14.7 | $ 9.9 | $ 30.6 |
Other comprehensive income (loss), net of tax: | ||||
Translation adjustments | (0.5) | (0.4) | (2.2) | 2.3 |
Adjustment for net periodic pension and other postretirement benefits plan | 1.4 | 0.3 | 2.5 | 1 |
Other comprehensive income (loss), net of tax | 0.9 | (0.1) | 0.3 | 3.3 |
Comprehensive income | $ 8 | $ 14.6 | $ 10.2 | $ 33.9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (UNAUDITED) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
ASSETS | |||
Cash and cash equivalents | $ 40.9 | $ 17.2 | |
Receivables, less allowances for expected losses of $11.2 in 2020 (2019 - $7.7) | 217 | 161.4 | |
Inventories | 9.9 | 11.1 | |
Prepaid expenses and other current assets | 24.3 | 15.9 | |
Assets held for sale | 5.5 | 5.6 | |
Total current assets | 297.6 | 211.2 | |
Property, plant and equipment, net | 12.3 | 17.5 | |
Right-of-use assets | 58.8 | 80.7 | |
Software, net | 52.6 | 55 | |
Goodwill | 450.1 | 450.3 | |
Other intangible assets, net | 12 | 21.9 | |
Deferred income taxes, net | 18.1 | 9 | |
Other noncurrent assets | 28.8 | 41.3 | |
Total assets | 930.3 | [1] | 886.9 |
LIABILITIES | |||
Accounts payable | 47.3 | 58.5 | |
Accrued liabilities | 160.3 | 121 | |
Total current liabilities | 207.6 | 179.5 | |
Long-term debt | 291.9 | 296 | |
Deferred compensation liabilities | 20.1 | 20 | |
Pension and other postretirement benefits plan liabilities | 54.2 | 58.8 | |
Noncurrent lease liabilities | 55.5 | 57.9 | |
Other noncurrent liabilities | 23.3 | 6.1 | |
Total liabilities | 652.6 | 618.3 | |
Commitments and Contingencies (Note 7) | |||
EQUITY | |||
Preferred stock, $0.01 par value Authorized: 1.0 shares; Issued: None | 0 | 0 | |
Common stock, $0.01 par value Authorized: 65.0 shares; Issued and outstanding: 34.9 shares and 33.8 shares in 2020 (2019 - 34.5 shares and 34.2 shares) | 0.3 | 0.3 | |
Treasury stock, at cost: 1.5 shares in 2020 (2019 - 0.3 shares) | (14.6) | (4.2) | |
Additional paid-in capital | 235 | 225.2 | |
Retained earnings | 141.3 | 131.9 | |
Accumulated other comprehensive loss | (84.3) | (84.6) | |
Total equity | 277.7 | 268.6 | |
Total liabilities and equity | $ 930.3 | $ 886.9 | |
[1] | Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowance for expected losses | $ 11.2 | $ 7.7 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, Issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, Authorized | 65,000,000 | 65,000,000 |
Common stock, Issued | 34,900,000 | 34,500,000 |
Common stock, Outstanding | 33,400,000 | 34,200,000 |
Treasury stock, Shares | 1,500,000 | 300,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net earnings | $ 9.9 | $ 30.6 |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 39.7 | 36.8 |
Provision for expected losses on accounts receivable | 4 | 3.3 |
Impairment charges | 17.6 | 0.4 |
Share-based compensation | 9.8 | 7.7 |
Gain on debt extinguishment | (2.3) | 0 |
Deferred income taxes | (9.8) | (1.6) |
Net pension plan income | (1.5) | (1.5) |
Gain on sale of building | 0 | (19.2) |
Net loss on disposition of Language Solutions business | 0 | 2.8 |
Amortization of right-of-use assets | 18.4 | 16.6 |
Other | 0 | 2.9 |
Changes in operating assets and liabilities - net of acquisitions: | ||
Accounts receivable, net | (59.4) | (31.9) |
Inventories | 1.1 | (1.6) |
Prepaid expenses and other current assets | (8.3) | 0.9 |
Accounts payable | (10.3) | (22.3) |
Income taxes payable and receivable | 2.9 | (3.2) |
Accrued liabilities and other | 57.6 | (6.4) |
Lease liabilities | (16.2) | (17.7) |
Pension and other postretirement benefits plan contributions | (0.7) | (0.8) |
Net cash provided by (used in) operating activities | 52.5 | (4.2) |
INVESTING ACTIVITIES | ||
Capital expenditures | (24.5) | (35.1) |
Proceeds from sale of building | 0 | 30.6 |
Acquisition of business, net of cash acquired | 0 | (2.6) |
Purchase of investments | (1.2) | (2.3) |
Proceeds from sale of investment | 12.8 | 0 |
Other investing activities | (0.3) | 0 |
Net cash used in investing activities | (13.2) | (9.4) |
FINANCING ACTIVITIES | ||
Revolving facility borrowings | 305.5 | 413 |
Payments on revolving facility borrowings | (244) | (413) |
Payments on long-term debt | (63.8) | 0 |
Treasury share repurchases | (10.3) | (1.3) |
Debt issuance costs | 0 | (0.2) |
Other financing activities | (1.9) | 0 |
Net cash used in financing activities | (14.5) | (1.5) |
Effect of exchange rate on cash and cash equivalents | (1.1) | 2.2 |
Net increase (decrease) in cash and cash equivalents | 23.7 | (12.9) |
Cash and cash equivalents at beginning of year | 17.2 | 47.4 |
Cash and cash equivalents at end of period | 40.9 | 34.5 |
Supplemental cash flow information | ||
Income taxes paid (net of refunds) | 12.4 | 23.7 |
Interest paid | 14.6 | 19 |
Non-cash investing activities: | ||
Other investing activities | 0.7 | 0 |
Conversion of note receivable to equity of investee | $ (1) | $ 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, 2018 | $ 226 | $ 0.3 | $ (2.4) | $ 216.5 | $ 94.3 | $ (82.7) |
Balance (in shares) at Dec. 31, 2018 | 34.2 | 0.1 | ||||
Net earnings | 30.6 | $ 0 | $ 0 | 0 | 30.6 | 0 |
Other comprehensive (loss) income | 3.3 | 0 | 0 | 0 | 0 | 3.3 |
Share-based compensation | 7.7 | 0 | 0 | 7.7 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other | (1.5) | $ 0 | $ (1.3) | (0.2) | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0.3 | 0.1 | ||||
Balance at Sep. 30, 2019 | 266.1 | $ 0.3 | $ (3.7) | 224 | 124.9 | (79.4) |
Balance (in shares) at Sep. 30, 2019 | 34.5 | 0.2 | ||||
Balance at Jun. 30, 2019 | 249.1 | $ 0.3 | $ (3.7) | 221.6 | 110.2 | (79.3) |
Balance (in shares) at Jun. 30, 2019 | 34.5 | 0.2 | ||||
Net earnings | 14.7 | $ 0 | $ 0 | 0 | 14.7 | 0 |
Other comprehensive (loss) income | (0.1) | 0 | 0 | 0 | 0 | (0.1) |
Share-based compensation | 2.6 | 0 | 0 | 2.6 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other | (0.2) | $ 0 | $ 0 | (0.2) | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0 | 0 | ||||
Balance at Sep. 30, 2019 | 266.1 | $ 0.3 | $ (3.7) | 224 | 124.9 | (79.4) |
Balance (in shares) at Sep. 30, 2019 | 34.5 | 0.2 | ||||
Balance at Dec. 31, 2019 | $ 268.6 | $ 0.3 | $ (4.2) | 225.2 | 131.9 | (84.6) |
Balance (in shares) at Dec. 31, 2019 | 34.5 | 34.5 | 0.3 | |||
Net earnings | $ 9.9 | $ 0 | $ 0 | 0 | 9.9 | 0 |
Other comprehensive (loss) income | 0.3 | 0 | 0 | 0 | 0 | 0.3 |
Adoption of ASU 2016-13 | Adoption of ASU 2016-13 | (0.5) | 0 | 0 | 0 | (0.5) | 0 |
Share-based compensation | 9.8 | 0 | 0 | 9.8 | 0 | 0 |
Common stock repurchases | (8.9) | 0 | $ (8.9) | 0 | 0 | 0 |
Common stock repurchases, shares | (1) | |||||
Issuance of share-based awards, net of withholdings and other | (1.5) | $ 0 | $ (1.5) | 0 | 0 | 0 |
Issuance of share-based awards, net of withholdings and other (in shares) | 0.4 | 0.2 | ||||
Balance at Sep. 30, 2020 | $ 277.7 | $ 0.3 | $ (14.6) | 235 | 141.3 | (84.3) |
Balance (in shares) at Sep. 30, 2020 | 34.9 | 34.9 | 1.5 | |||
Balance at Jun. 30, 2020 | $ 270.4 | $ 0.3 | $ (9.5) | 230.6 | 134.2 | (85.2) |
Balance (in shares) at Jun. 30, 2020 | 34.9 | 1.1 | ||||
Net earnings | 7.1 | $ 0 | $ 0 | 0 | 7.1 | 0 |
Other comprehensive (loss) income | 0.9 | 0 | 0 | 0 | 0 | 0.9 |
Share-based compensation | 4.4 | 0 | 0 | 4.4 | 0 | 0 |
Common stock repurchases | (5.1) | 0 | $ (5.1) | 0 | 0 | 0 |
Common stock repurchases, shares | (0.4) | |||||
Balance at Sep. 30, 2020 | $ 277.7 | $ 0.3 | $ (14.6) | $ 235 | $ 141.3 | $ (84.3) |
Balance (in shares) at Sep. 30, 2020 | 34.9 | 34.9 | 1.5 |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | Note 1. Overview, Basis of Presentation and Significant Accounting Policies Description of Business Donnelley Financial Solutions, Inc. and subsidiaries (“DFIN,” or the “Company”) is a leading global risk and compliance solutions company. The Company provides regulatory filing and deal solutions via its software technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve its clients’ regulatory and compliance needs. DFIN helps its clients comply with applicable regulations where and how they want to work in a digital world, providing numerous solutions tailored to each client’s precise needs. The prevailing trend is toward clients choosing to utilize the Company’s software solutions, in conjunction with its tech-enabled services, to meet their document and filing needs, while at the same time shifting away from physical print and distribution of documents, except for cases where it is still regulatorily required or requested by shareholders. For corporate clients within its capital markets offerings, the Company offers solutions that allow U.S. 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 shareholders; and virtual data rooms and other deal management solutions. For investment companies, including mutual fund and alternative investment companies, the Company provides solutions for creating and filing high-quality regulatory documents as well as solutions for investors designed to improve the speed and accuracy of their access to investment information. The Company serves its clients’ regulatory and compliance needs throughout their respective life cycles. 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, FundSuiteArc and 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 the related shipping. Segments In the first quarter of 2020, management realigned the Company’s operating segments to reflect changes in the manner in which the chief operating decision maker assesses information for decision-making purposes. The Company’s four operating and reportable segments are: Capital Markets – Software Solutions (“CM-SS”), Capital Markets – Compliance and Communications Management (“CM-CCM”), Investment Companies – Software Solutions (“IC-SS”), and Investment Companies – Compliance and Communications Management (“IC-CCM”). Corporate , Segment Information Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DFIN 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 on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 26, 2020 (the “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. Certain previously reported amounts have been reclassified to conform to the current presentation, there was no impact on the Company’s previously reported consolidated statements of operations, statements of comprehensive income, balance sheets, statements of cash flows or statements of changes in stockholders’ equity. Significant Accounting Policies Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities at 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 estimates are disclosed in the Company’s Annual Report. Prepaid Expenses —As of September 30, 2020 and December 31, 2019, prepaid expenses were $16.5 million and $9.6 million, respectively. Inventory— The components of the Company’s inventories stated at the lower of cost or market, net of excess and obsolescence reserves for raw materials, at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Raw materials and manufacturing supplies $ 2.7 $ 3.9 Work in process 7.2 7.2 Total $ 9.9 $ 11.1 Property, Plant and Equipment— The components of the Company’s property, plant and equipment, net at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Land $ 0.3 $ 0.3 Buildings 24.8 26.8 Machinery and equipment 105.1 111.9 130.2 139.0 Less: Accumulated depreciation (117.9 ) (121.5 ) Total $ 12.3 $ 17.5 Depreciation expense was $0.9 million and $2.1 million for the three months ended September 30, 2020 and 2019, respectively, and $6.7 million and $5.4 million for the nine months ended September 30, 2020 and 2019, respectively. On September 27, 2019, the Company entered into a sale-leaseback agreement in which it sold a building and land at fair market value for proceeds of $30.6 million, and entered into an operating lease of the property through September 2029 with the option to terminate after three years. The $19.2 million net gain on the sale of the property is recorded in other operating income, within the IC-CCM segment, in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019. Assets Held for Sale —As of September 30, 2020 and December 31, 2019, the Company had one real estate property, primarily consisting of land and an office building, held for sale with a carrying value of $5.5 million and $5.6 million, respectively. Software —Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $8.3 million and $7.0 million for the three months ended September 30, 2020 and 2019, respectively, and $22.9 million and $20.5 million for the nine months ended September 30, 2020 and 2019, respectively. Investments — The carrying value of the Company’s investments in equity securities was $13.4 million and $25.2 million at September 30, 2020 and December 31, 2019, respectively. During the three months ended June 30, 2020, the Company sold one of its investments in equity securities for $12.8 million, which approximated the carrying value of the investment. 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 nine months ended September 30, 2020, there were no events or changes in circumstances that suggested an impairment or an observable price change of any of these investments resulting from an orderly transaction for the identical or a similar investment. Share-based Compensation —Share-based compensation expense was $4.4 million and $2.6 million for the three months ended September 30, 2020 and 2019 respectively, and $9.8 million and $7.7 million for the nine months ended September 30, 2020 and 2019 respectively. The income tax benefit related to share-based compensation expense was $1.2 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, and $1.8 million and $2.0 million for the nine months ended September 30, 2020 and 2019 respectively. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. On January 1, 2020, the Company adopted the standard and recorded a $0.5 million cumulative-effect adjustment to retained earnings. The Company’s credit loss reserves primarily relate to trade receivables, unbilled receivables and contract assets. The Company establishes provisions at differing rates, which are region or country-specific, and are based upon the age of the trade receivable, the Company’s historical collection experience in each region or country and lines of business, where appropriate. Provisions for unbilled receivables and contract assets are established based on rates which management believes to be appropriate considering its historical experience. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. Transactions affecting the current expected credit loss reserve during the nine months ended September 30, 2020 were as follows: September 30, 2020 Balance, beginning of year $ 7.7 Adoption of ASU 2016-13 0.5 Provisions charged to expense and reclassifications 4.3 Write-offs and other (1.3 ) Balance, end of period (a) $ 11.2 (a) As of September 30, 2020, the CECL reserve balance is comprised of a $10.5 million provision for accounts receivable and a $0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the Unaudited Condensed Consolidated Balance Sheet. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $7.7 million allowance for doubtful accounts. I n August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).” The standard requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as an asset related to the service contract and to expense the capitalized implementation costs over the term of the hosting arrangement. The standard is effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. The Company adopted the standard prospectively on January 1, 2020 . The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to use optional expedients and exceptions for applying U.S. GAAP to contracts and other transactions affected by reference rate reform, if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. Generally, the expedients and exceptions provided by ASU 2020-04 would only be allowed for contract modifications made prior to December 31, 2022. The Company adopted the standard prospectively in the second quarter of 2020. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740, Income Taxes, to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Revenue | Note 2. Revenue Revenue Recognition The Company manages highly-customized data and materials, such as filings with the SEC on behalf of its customers pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended (the “Investment Act”), manages virtual data rooms and performs eXtensible Business Reporting Language (“XBRL”) and related services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among others. The Company’s software solutions include Venue, the FundSuiteArc software platform, ActiveDisclosure and data and analytics, among others. Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less. Generally, customer payment is due within ten days upon invoicing. 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 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 are not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as outlined below. Over time The Company recognizes revenue for certain services over time: • The Company’s software solutions, including Venue, the FundSuiteArc software platform, ActiveDisclosure, data and analytics and others, are generally provided on a subscription basis and allow customers access to use the products over the contract period. As a result, software solutions revenue is predominantly recognized ratably over time as the customer receives the benefit throughout the contract period. The timing of invoicing varies, however, the customer may be invoiced before the end of the contract period, resulting in a deferred revenue balance. Point in time Certain revenue arrangements, primarily for tech-enabled services and print and distribution offerings, are recognized at a point in time and are primarily invoiced upon completion of all services or upon shipment to the customer. • Certain arrangements include multiple performance obligations and revenue is recognized upon completion of each performance obligation, such as when a document is filed with a regulatory agency and upon completion of printing the related document. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. The Company provides customer specific solutions and as such, an observable standalone selling price is rarely available. Standalone selling price is determined using an estimate of the standalone selling price of each distinct service or product, taking into consideration historical selling price by customer for each distinct service or product. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations. Customers may be invoiced subsequent to the recognition of revenue for completed performance obligations , resulting in contract asset balances. • Revenue for arrangements which include assisting customers in completing regulatory filings for transactions, such as mergers and acquisitions or other public capital market transactions, is recognized upon completion of all obligations, including the services performed and printing of the related document, if applicable. • Revenue for arrangements without a regulatory filing generally have a single performance obligation. As the services and products provided are not distinct within the context of the contract, the revenue is recognized upon completion of the services performed or upon completion of printing of the related product. • Warehousing, fulfillment services and shipping and handling are each separate performance obligations. As a result, when the Company provides warehousing and future fulfillment services, revenue for the composition services performed and printing of the product is recognized upon completion of the performance obligation(s), as control of the inventory has transferred to the customer and the inventory is being stored at the customer’s request. Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale. The Company records deferred revenue when amounts are invoiced but the revenue recognition criteria are not yet met. Such revenue is recognized when all criteria are subsequently met. Certain revenues earned by the Company require significant judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs and out-of-pocket expenses are recorded gross. Revenue is not recognized for customer-supplied postage. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company from third parties and sold to customers. Revenue is not recognized for customer-supplied paper, however, revenues for Company-supplied paper are recognized on a gross basis. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to authorities. The Company expenses the costs to obtain the contract, primarily commissions, as incurred. Disaggregation of revenue The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended September 30, 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 34.1 $ — $ 34.1 $ — $ 31.5 $ — $ 31.5 Capital Markets - Compliance and Communications Management 78.6 — 17.5 96.1 62.2 — 20.0 82.2 Investment Companies - Software Solutions — 17.0 — 17.0 — 15.1 — 15.1 Investment Companies - Compliance and Communications Management 25.9 — 36.4 62.3 21.7 — 45.4 67.1 Total net sales $ 104.5 $ 51.1 $ 53.9 $ 209.5 $ 83.9 $ 46.6 $ 65.4 $ 195.9 Nine Months Ended September 30, 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 97.1 $ — $ 97.1 $ — $ 94.2 $ — $ 94.2 Capital Markets - Compliance and Communications Management 224.4 — 91.6 316.0 203.5 — 107.9 311.4 Investment Companies - Software Solutions — 48.9 — 48.9 — 44.9 — 44.9 Investment Companies - Compliance and Communications Management 77.4 — 144.8 222.2 77.0 — 156.9 233.9 Total net sales $ 301.8 $ 146.0 $ 236.4 $ 684.2 $ 280.5 $ 139.1 $ 264.8 $ 684.4 Unbilled Receivables and Contract Balances The timing of revenue recognition may differ from the timing of invoicing customers and these timing differences result in unbilled receivables, contract assets or contract liabilities. Contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists, and therefore invoicing has not yet occurred. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. Unbilled receivables were $62.4 million at September 30, 2020 and $33.5 million at December 31, 2019. Contract assets were $5.8 million at September 30, 2020 and $8.9 million at December 31, 2019. Generally, the contract assets balance is impacted by the recognition of additional contract assets, offset by amounts invoiced to customers. For the nine months ended September 30, 2020, final amounts invoiced to customers exceeded estimates of standalone selling price as of December 31, 2019 for the related arrangements by approximately million. Unbilled receivables and contract assets are included in accounts receivable on the Unaudited Condensed Consolidated Balance Sheets. Contract liabilities consist of deferred revenue and progress billings which are included in accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. Changes in contract liabilities for the nine months ended September 30, 2020 and 2019, respectively, were as follows: Balance at January 1, 2020 $ 13.1 Deferral of revenue 37.4 Revenue recognized (32.3 ) Balance at September 30, 2020 $ 18.2 Balance at January 1, 2019 $ 12.0 Deferral of revenue 37.5 Revenue recognized (37.3 ) Balance at September 30, 2019 $ 12.2 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 3. Goodwill and Other Intangible Assets As discussed in Note 1 , Overview, Basis of Presentation and Significant Accounting Policies four As a result of the new segmentation, a goodwill impairment analysis was completed for the Previous Structure during the first quarter of 2020, before the reallocation of goodwill to the Current Structure. Each of the reporting units under the Previous Structure was reviewed for impairment using a quantitative assessment, where the estimated fair value of each reporting unit was compared to its carrying amount, including goodwill. The Company did not recognize any goodwill impairment as the estimated fair values of all reporting units exceeded their respective carrying amounts. In addition to the impairment analysis under the Previous Structure, a goodwill impairment analysis was completed under the Current Structure during the first quarter of 2020 and no goodwill impairment was recognized as the estimated fair values of all reporting units exceeded their respective carrying amounts. The balances of goodwill by segment are presented below: Net book value at March 31, 2020 Foreign exchange and other adjustments Net book value at September 30, 2020 Capital Markets - Software Solutions $ 103.6 $ — $ 103.6 Capital Markets - Compliance and Communication Management 252.5 0.3 252.8 Investment Companies - Software Solutions 53.0 0.1 53.1 Investment Companies - Compliance and Communication Management 40.6 — 40.6 Total $ 449.7 $ 0.4 $ 450.1 The components of other intangible assets at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Net Book Value Customer relationships (useful life of 10- 15 years $ 149.6 $ (1.0 ) $ (137.5 ) $ 11.1 $ 149.8 $ (1.0 ) $ (127.7 ) $ 21.1 Trade names (useful life of 5 years 3.9 — (3.3 ) 0.6 3.9 — (3.1 ) 0.8 Software license (useful life of 3 years 0.3 — — 0.3 — — — — Total other intangible assets $ 153.8 $ (1.0 ) $ (140.8 ) $ 12.0 $ 153.7 $ (1.0 ) $ (130.8 ) $ 21.9 Amortization expense for other intangible assets was $3.4 million and $3.6 million for the three months ended September 30, 2020 and 2019, respectively, and $10.1 million and $10.9 million for the nine months ended September 30, 2020 and 2019. The weighted-average remaining useful life of the unamortized intangible assets as of September 30, 2020 is approximately ten years. The following table outlines the estimated annual amortization expense related to other intangible assets: For the year ending December 31, Amount 2020 (excluding the nine months ended September 30, 2020) $ 2.3 2021 1.0 2022 1.0 2023 0.9 2024 0.7 2025 and thereafter 6.1 Total $ 12.0 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 4. Leases The Company has operating leases for certain service centers, office space, warehouses and equipment. The Company paid $5.9 million and $7.1 million related to its operating lease liabilities for the three months ended September 30, 2020 and 2019, respectively, and $18.8 million and $20.8 million for the nine months ended September 30, 2020 and 2019, respectively. The components of lease expense for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease expense $ 7.1 $ 6.5 $ 21.0 $ 19.7 Sublease income (1.3 ) (1.4 ) (3.5 ) (3.9 ) Net lease expense $ 5.8 $ 5.1 $ 17.5 $ 15.8 The Company’s lease liabilities are presented within the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: September 30, 2020 December 31, 2019 Accrued liabilities $ 20.3 $ 22.6 Noncurrent lease liabilities 55.5 57.9 Total $ 75.8 $ 80.5 As further disclosed in Note 5, Restructuring, Impairment and Other Charges, |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges | Note 5. Restructuring, Impairment and Other Charges Restructuring, Impairment and Other Charges 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, impairment of certain assets and other related costs associated with exit or disposal activities. Severance benefits are provided to employees primarily under the Company’s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be separated and entitled to benefits at amounts that can be reasonably estimated. In some instances, the Company enhances its ongoing termination benefits with one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are recognized when employees are notified of their enhanced termination benefits. For the three months ended September 30, 2020 and 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Three Months Ended September 30, 2020 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 0.2 $ — $ — $ 0.2 Capital Markets - Compliance and Communication Management 0.5 2.0 — 2.5 Investment Companies - Software Solutions — 2.2 — 2.2 Investment Companies - Compliance and Communication Management 0.2 — — 0.2 Corporate 0.2 1.3 0.4 1.9 Total $ 1.1 $ 5.5 $ 0.4 $ 7.0 Three Months Ended September 30, 2019 Employee Terminations Impairment Charges Total Capital Markets - Software Solutions $ 0.3 $ — $ 0.3 Capital Markets - Compliance and Communication Management 1.6 — 1.6 Investment Companies - Software Solutions — — — Investment Companies - Compliance and Communication Management 0.2 — 0.2 Corporate 0.3 0.4 0.7 Total $ 2.4 $ 0.4 $ 2.8 For the nine months ended September 30, 2020 and 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Nine Months Ended September 30, 2020 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communication Management 5.6 14.1 0.2 19.9 Investment Companies - Software Solutions 0.4 2.2 — 2.6 Investment Companies - Compliance and Communication Management 5.4 — — 5.4 Corporate 2.6 1.3 2.4 6.3 Total $ 15.0 $ 17.6 $ 2.6 $ 35.2 Nine Months Ended September 30, 2019 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 1.3 $ — $ — $ 1.3 Capital Markets - Compliance and Communication Management 4.9 — 0.1 5.0 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communication Management 1.1 — — 1.1 Corporate 0.8 0.4 — 1.2 Total $ 8.2 $ 0.4 $ 0.1 $ 8.7 For the three and nine months ended September 30, 2020, the Company recorded net restructuring charges of $1.1 million and $15.0 million, respectively, for employee termination costs for approximately 490 employees during the nine months ended September 30, 2020. The restructuring actions were primarily the result of the upcoming implementation of SEC Rule 30e-3 and amendments to SEC Rule 498A, both of which will significantly reduce print volumes beginning January 1, 2021, and the reorganization of certain capital markets operations as well as selling and administrative functions. Although some employees were terminated as of September 30, 2020, the majority of employees will continue to provide services at least through December 31, 2020. The Company abandoned certain operating leases during the three and nine months ended September 30, 2020 with the intent to sublease. As the fair value of the ROU assets was less than the carrying value, the Company recognized impairments of ROU assets of $3.7 million and $15.8 million during the three and nine months ended September 30, 2020, respectively, reducing the carrying value of the ROU assets to an estimated combined fair value of $3.6 million subsequent to the impairments. The fair value of these assets was estimated utilizing inputs from market comparables in order to estimate future cash flows expected from sublease income over the remaining lease terms. Future changes in the estimated amount or timing of sublease arrangements could result in further impairment charges. For the three and nine months ended September 30, 2020, the Company also recorded $1.8 For the three and nine months ended September 30, 2020, the Company also incurred $0.4 million and $2.6 million, respectively, of other charges, primarily related to the realignment of the Company’s operating segments , Segment Information For the three and nine months ended September 30, 2019, the Company recorded net restructuring charges of $2.4 million and $8.2 million, respectively, for employee termination costs for approximately 70 and 235 employees, respectively, substantially all of whom were terminated as of September 30, 2019. These charges primarily related to the reorganization of certain operations. For the three and nine months ended September 30, 2019, the Company also recorded $0.4 million of net impairment charges related to certain software assets. Restructuring Reserve – Employee Terminations The Company’s employee terminations liability is included in accrued liabilities in the Company’s Unaudited Condensed December 31, 2019 Restructuring Charges Reversals Cash Paid September 30, 2020 Employee terminations $ 1.9 $ 15.1 $ (0.1 ) $ (6.9 ) $ 10.0 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | Note 6. Retirement Plans The components of the estimated net pension plan income for the Company’s pension plans for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest cost $ 2.2 $ 2.8 $ 6.6 $ 8.3 Expected return on assets (3.4 ) (3.7 ) (10.4 ) (11.1 ) Amortization, net 0.7 0.4 2.3 1.3 Net pension income $ (0.5 ) $ (0.5 ) $ (1.5 ) $ (1.5 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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. Multiemployer Pension Plans Obligation On April 13, 2020, LSC Communications, Inc. (“LSC”) announced that it, along with most of its U.S. subsidiaries, voluntarily filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code (“LSC Chapter 11 Filing”). LSC and the Company separated from R. R. Donnelley & Sons Company (“RRD”) in a tax-free distribution to shareholders effective October 1, 2016 (the “Separation”). In the second quarter of 2020, the Company became aware that, subsequent to the LSC Chapter 11 Filing, LSC failed to make certain required monthly and quarterly withdrawal liability payments to multiemployer pension plans from which RRD had withdrawn prior to the Separation. Responsibility for certain pre-Separation withdrawal liability obligations, resulting in such monthly and quarterly payment obligations (the “MEPP Liabilities”), had been assigned to LSC pursuant to the September 14, 2016 Separation and Distribution Agreement among the Company, RRD and LSC (the “Separation Agreement”), however, the Company and RRD remained jointly and severally liable for the MEPP Liabilities pursuant to laws and regulations governing multiemployer pension plans. The Company believes the total undiscounted MEPP Liabilities for which LSC was responsible at the time of the LSC Chapter 11 Filing were approximately $103 million (or approximately $57 million on a discounted basis, assuming a blended discount rate of approximately 10%) and are payable over approximately a 14-year period (through 2034), with annual payments ranging from $1.6 million to $8.5 million. On July 24, 2020, the Company and RRD signed an agreement agreeing to submit to mediation and, if required, arbitration to determine the final liability allocation between the Company and RRD with respect to the MEPP Liabilities. DFIN and RRD also agreed to share all required monthly and quarterly withdrawal liability payment obligations that become due during the mediation/arbitration period, with an adjustment and repayment to be made for any such payments according to the final allocation. The Company and RRD were unable to agree upon final liability allocation in mediation and anticipate submitting the matter to arbitration pursuant to the terms of the Separation Agreement. The Company is required to record a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of June 30, 2020, the Company recorded a contingent liability of $10.2 million for its potential payments in respect of the MEPP Liabilities, representing the Company’s low end of the range of potential outcomes. The Company also recorded an additional accrual of $2.1 million in the second quarter of 2020 for the Company’s estimated share of the obligation until a final allocation is determined. During the third quarter, the Company increased its estimated low end of the range of potential outcomes as well as increased the estimated duration of the Company’s shared payments until a final allocation is determined. There can be no assurance that the Company’s actual future liabilities relating to the MEPP Liabilities will not differ materially from the contingency amount recorded in the Company’s Unaudited Condensed Consolidated Financial Statements. The Company’s MEPP Liabilities could also be affected by the financial stability of other employers participating in such plans and decisions by those employers to withdraw from such plans in the future. Non-income Taxes The Company does not collect sales, use or similar taxes on all amounts invoiced in all jurisdictions in which the Company has sales based on its understanding that certain transactions are not subject to tax. Sales, use and similar tax laws vary greatly by jurisdiction and may require judgment to determine the applicability to the Company’s transactions. During the three months ended September 30, 2020, the Company identified certain jurisdictions where the Company has not historically collected or remitted sales tax on certain services and that the Company believes it is probable that the jurisdiction would assess sales tax. Accordingly, during the three months ended September 30, 2020, the Company recorded a $2.7 million contingent liability for certain estimated sales tax exposures. The expense associated with this liability has been recorded in SG&A expense within the Capital Markets – Software Solutions segment in the Company’s Unaudited Condensed Consolidated Statements of Operations. Although management believes its estimates are reasonable, the resolution of the Company’s tax matters could result in tax liabilities that are higher or lower than that what has been estimated by the Company. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The Company’s debt as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 8.25% senior notes due October 15, 2024 $ 233.0 $ 300.0 Borrowings under the Revolving Facility 61.5 — Unamortized debt issuance costs (2.6 ) (4.0 ) Total long-term debt $ 291.9 $ 296.0 Maturities —At September 30, 2020, the Company’s long-term debt was comprised of the 8.25% senior unsecured notes due October 15, 2024 (“Notes”) and borrowings under the Revolving Facility, as defined below. Fair Value —The fair value of the Notes, which was determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, was determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s Notes was $245.0 million and $308.4 million at September 30, 2020 and December 31, 2019, respectively. 8.25% Senior Notes Due 2024 —In the first quarter of 2020, the Company purchased and retired $66.5 million (notional amount) of the Notes at an average price of 95.25 and recognized a pre-tax gain on the extinguishment of debt of $2.3 million, which was net of unamortized debt issuance costs, and is recorded within interest expense, net in the Unaudited Condensed Consolidated Statements of Operations. In the third quarter of 2020, the Company purchased and retired $0.5 million (notional amount) of the Notes at an average price of 98.75. The Company’s Notes, with interest payable semi-annually on April 15 and October 15, were issued pursuant to an indenture where certain wholly-owned domestic subsidiaries of the Company guarantee the Notes (the “Guarantors”). The Notes are jointly and severally guaranteed, on an unsecured basis, by the Guarantors, which are comprised of each of the Company’s existing and future direct and indirect wholly-owned U.S. subsidiaries that guarantee the Company’s obligations under the Credit Facilities. The Notes are not guaranteed by the Company’s foreign subsidiaries or unrestricted subsidiaries. The Notes and the related guarantees will be the Company and the Guarantors’, respective, senior unsecured obligations and rank equally in right of payment to all present and future senior debt, including the obligations under the Company’s Credit Facilities, senior in right of payment to all present and future subordinated debt, and effectively subordinated in right of payment to any of the Company and the Guarantors’ secured debt, to the extent of the value of the assets securing such debt. The indenture governing the Notes contains certain covenants applicable to the Company and its restricted subsidiaries, including limitations on: (1) liens; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries. Each of these covenants is subject to important exceptions and qualifications. Credit Agreement — On September 30, 2016, the Company entered into a Credit Agreement , as amended (“the Credit Agreement”) by and among the Company, the lenders party thereto from time to time and JP Morgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a $ 350.0 million senior secured term loan B facility (the “Term Loan Credit Facility”) and a $ 300.0 million senior secured revolving credit facility (the “Revolving Facility”, and, together with the Term Loan Credit Facility, the “Credit Facilities”). The Credit Agreement contains a number of covenants, including a minimum Interest Coverage Ratio and a maximum 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. As of December 31, 2019, the Company paid off its Term Loan Credit Facility. Revolving Credit Facility —On December 18, 2018, the Company entered into a second amendment to the Credit Agreement which extended the maturity date of the Revolving Facility to December 18, 2023. As of September 30, 2020, there was $61.5 million of borrowings outstanding under the Revolving Facility. The weighted average interest rate on borrowings under the Revolving Facility was 2.6% and 5.0% for the nine months ended September 30, 2020 and 2019, respectively. The following table summarizes interest expense, net included in the Unaudited Condensed Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest incurred $ 6.3 $ 8.7 $ 19.5 $ 27.1 Less: Gain on debt extinguishment and other interest income (0.4 ) (0.1 ) (2.7 ) (0.5 ) Interest expense, net $ 5.9 $ 8.6 $ 16.8 $ 26.6 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net earnings per share: Basic $ 0.21 $ 0.43 $ 0.29 $ 0.90 Diluted $ 0.21 $ 0.43 $ 0.29 $ 0.89 Numerator: Net earnings $ 7.1 $ 14.7 $ 9.9 $ 30.6 Denominator: Weighted average number of common shares outstanding 34.0 34.2 34.0 34.1 Dilutive awards 0.2 0.1 — 0.1 Diluted weighted average number of common shares outstanding 34.2 34.3 34.0 34.2 Weighted average number of anti-dilutive share-based awards: Restricted stock units 0.4 0.3 1.1 0.7 Stock options 0.7 0.8 0.8 0.8 Total 1.1 1.1 1.9 1.5 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Capital Stock | Note 10. Capital Stock The Company has 65 million shares of $0.01 par value common stock authorized for issuance. DFIN’s common stock is currently traded under the ticker symbol “DFIN” on the New York Stock Exchange. The Company has one million shares of $0.01 par value preferred stock authorized for issuance. The Board may divide the preferred stock into one or more series and fix the redemption, dividend, voting, conversion, sinking fund, liquidation and other rights. The Company has no present plans to issue any preferred stock. Common Stock Repurchase —On February 4, 2020, the Board authorized a stock repurchase program, under which the Company is authorized to repurchase up to $25.0 million of its outstanding common stock from time to time in one or more transactions on the open market or in privately negotiated purchases in accordance with all applicable securities laws and regulations and all repurchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act. The timing and amount of any shares repurchased are determined by the Company based on its evaluation of market conditions and other factors. 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. The stock repurchase program will be effective through December 31, 2021, however, it may be suspended or discontinued at any time. During the first quarter of 2020, the Company repurchased 615,896 shares in open market transactions for $3.8 million at an average price of $6.19 per share. During the second quarter of 2020, the Company did not repurchase any shares. During the third quarter of 2020, the Company repurchased 443,872 shares in open market transactions for $5.1 million at an average price of $11.54 per share. As of September 30, 2020, the remaining authorized amount under the current authorization was approximately $16.1 million. |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Before Tax Amount Income Tax Expense Net of Tax Amount Before Tax Amount Income Tax Expense Net of Tax Amount Translation adjustments $ (0.5 ) $ — $ (0.5 ) $ (2.2 ) $ — $ (2.2 ) Adjustment for net periodic pension plan and other postretirement benefits plan 1.6 0.2 1.4 3.2 0.7 2.5 Other comprehensive income $ 1.1 $ 0.2 $ 0.9 $ 1.0 $ 0.7 $ 0.3 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Before Tax Amount Income Tax Expense Net of Tax Amount Before Tax Amount Income Tax Expense Net of Tax Amount Translation adjustments $ (0.4 ) $ — $ (0.4 ) $ 2.3 $ — $ 2.3 Adjustment for net periodic pension plan and other postretirement benefits plan 0.4 0.1 0.3 1.4 0.4 1.0 Other comprehensive income (loss) $ — $ 0.1 $ (0.1 ) $ 3.7 $ 0.4 $ 3.3 Accumulated other comprehensive loss by component as of December 31, 2019 and September 30, 2020 were as follows: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2019 $ (70.9 ) $ (13.7 ) $ (84.6 ) Other comprehensive income before reclassifications — (2.2 ) (2.2 ) Amounts reclassified from accumulated other comprehensive loss 2.5 — 2.5 Net change in accumulated other comprehensive loss 2.5 (2.2 ) 0.3 Balance at September 30, 2020 $ (68.4 ) $ (15.9 ) $ (84.3 ) Accumulated other comprehensive loss by component as of December 31, 2018 and September 30, 2019 were as follows: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2018 $ (66.0 ) $ (16.7 ) $ (82.7 ) Other comprehensive income before reclassifications 0.1 2.3 2.4 Amounts reclassified from accumulated other comprehensive loss 0.9 — 0.9 Net change in accumulated other comprehensive loss 1.0 2.3 3.3 Balance at September 30, 2019 $ (65.0 ) $ (14.4 ) $ (79.4 ) Reclassifications from accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, Classification in the Condensed Consolidated Statements of 2020 2019 2020 2019 Operations Amortization of pension and other postretirement benefits plan cost: Net actuarial loss $ 1.6 $ 0.4 $ 3.2 $ 1.3 (a) Reclassifications before tax 1.6 0.4 3.2 1.3 Income tax expense 0.2 0.1 0.7 0.4 Reclassifications, net of tax $ 1.4 $ 0.3 $ 2.5 $ 0.9 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6 , Retirement Plans |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information In the first quarter of 2020, management realigned the Company’s operating segments to reflect changes in the manner in which the chief operating decision maker assesses information for decision-making purposes. All prior year amounts related to segments have been reclassified to conform to the Company’s current reporting structure. There is no impact on the Company’s previously reported consolidated statements of operations, statements of comprehensive income, balance sheets, statements of cash flows or statements of changes in stockholders’ equity as a result of the new segmentation. 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 Capital Markets The Company provides software solutions, technology-enabled services and print and distribution solutions to public and private companies for deal solutions and compliance to companies that are, or are preparing to become, subject to the filing and reporting requirements of the Securities Act and the Exchange Act. Capital markets’ clients leverage the Company’s software offerings, proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system for their transactional and ongoing compliance needs. The Company assists its capital markets clients throughout the course of public and private business transactions; mergers and acquisitions, initial public offerings (“IPOs”), debt offerings and other similar transactions. In addition, the Company provides clients with compliance solutions to prepare their ongoing required Exchange Act filings that are compatible with the SEC’s EDGAR system, most notably Form 10-K, Form 10-Q, Form 8-K and Proxy Form DEF 14A. The Company’s operating segments associated with its capital markets services and products offerings are as follows: Capital Markets – Software Solutions— The Company provides software solutions to public and private companies to help manage public and private transaction processes; extract data and analyze contracts; collaborate; and tag, validate and file SEC documents. Capital Markets – Compliance & Communications Management— The Company provides technology-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, technology-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 Act, primarily mutual fund companies, alternative investment companies, insurance companies and third-party fund administrators. The Company’s suite of solutions enables its investment company 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. The Company also provides pre- and post-enrollment information to healthcare providers. Investment company clients leverage the Company’s proprietary technology, deep industry expertise and experience to successfully navigate the SEC’s specified file formats when submitting compliance documents through the EDGAR system. The Company’s operating segments associated with its investment companies services and products offerings are as follows: Investment Companies – Software Solutions— The Company provides software solutions that enable clients to store and manage compliance and regulatory information in a self-service, central repository for documents to be easily accessed, assembled, edited, translated, rendered and submitted to regulators. Investment Companies – Compliance & Communications Management— The Company provides its investment company clients technology-enabled solutions to prepare and file registration forms, as well as XBRL-formatted filings pursuant to the Investment Act, through the SEC’s EDGAR system. In addition, the Company provides print and distribution solutions for its clients to communicate with their investors. Corporate Corporate consists of unallocated SG&A activities and associated expenses including, in part, executive, legal, finance, marketing, communications and certain facility costs. In addition, certain costs and earnings of employee benefit plans, such as pension and other postretirement benefit plan expense (income) and share-based compensation, are included in Corporate and are not allocated to the operating segments. Information by Segment The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported within the condensed consolidated financial statements. Total Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2020 Capital Markets - Software Solutions $ 34.1 $ 2.1 $ 3.2 $ 4.4 Capital Markets - Compliance and Communication Management 96.1 37.2 3.6 1.3 Investment Companies - Software Solutions 17.0 (0.8 ) 2.9 2.1 Investment Companies - Compliance and Communication Management 62.3 (0.9 ) 2.8 0.8 Total operating segments 209.5 37.6 12.5 8.6 Corporate — (22.4 ) 0.1 0.2 Total operations $ 209.5 $ 15.2 $ 12.6 $ 8.8 Total Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2019 Capital Markets - Software Solutions $ 31.5 $ 2.8 $ 3.2 $ 3.3 Capital Markets - Compliance and Communication Management 82.2 16.8 4.0 1.9 Investment Companies - Software Solutions 15.1 (1.7 ) 3.1 3.2 Investment Companies - Compliance and Communication Management 67.1 20.1 2.4 0.1 Total operating segments 195.9 38.0 12.7 8.5 Corporate — (5.9 ) — 0.4 Total operations $ 195.9 $ 32.1 $ 12.7 $ 8.9 Total Net Sales Income (Loss) from Operations Assets (1) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2020 Capital Markets - Software Solutions $ 97.1 $ 4.9 $ 167.6 $ 9.9 $ 11.4 Capital Markets - Compliance and Communication Management 316.0 87.9 424.7 11.6 2.9 Investment Companies - Software Solutions 48.9 (0.3 ) 95.5 9.0 7.6 Investment Companies - Compliance and Communication Management 222.2 3.2 136.9 7.8 1.8 Total operating segments 684.2 95.7 824.7 38.3 23.7 Corporate — (64.7 ) 105.6 1.4 0.8 Total $ 684.2 $ 31.0 $ 930.3 $ 39.7 $ 24.5 Total Net Sales Income (Loss) from Operations Assets (1) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2019 Capital Markets - Software Solutions $ 94.2 $ 6.3 $ 164.0 $ 9.3 $ 10.7 Capital Markets - Compliance and Communication Management 311.4 69.8 441.5 11.3 5.7 Investment Companies - Software Solutions 44.9 (7.9 ) 102.5 9.5 11.5 Investment Companies - Compliance and Communication Management 233.9 32.6 141.0 6.7 6.5 Total operating segments 684.4 100.8 849.0 36.8 34.4 Corporate — (28.7 ) 113.3 — 0.7 Total $ 684.4 $ 72.1 $ 962.3 $ 36.8 $ 35.1 (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. Corporate assets primarily consisted of the following items: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 40.9 $ 17.2 Prepaid expenses and other current assets 11.8 11.7 Right-of-use assets 8.8 11.5 Deferred income taxes, net of valuation allowance 18.1 9.0 Other noncurrent assets 22.8 34.2 |
Overview, Basis of Presentati_2
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— The preparation of financial statements in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities at 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 estimates are disclosed in the Company’s Annual Report. |
Prepaid Expenses | Prepaid Expenses —As of September 30, 2020 and December 31, 2019, prepaid expenses were $16.5 million and $9.6 million, respectively. |
Inventories | Inventory— The components of the Company’s inventories stated at the lower of cost or market, net of excess and obsolescence reserves for raw materials, at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Raw materials and manufacturing supplies $ 2.7 $ 3.9 Work in process 7.2 7.2 Total $ 9.9 $ 11.1 |
Software | Software —Capitalized software development costs are amortized over their estimated useful life using the straight-line method, up to a maximum of three years. Amortization expense related to internally-developed software, excluding amortization expense related to other intangible assets, was $8.3 million and $7.0 million for the three months ended September 30, 2020 and 2019, respectively, and $22.9 million and $20.5 million for the nine months ended September 30, 2020 and 2019, respectively. |
Investments | Investments — The carrying value of the Company’s investments in equity securities was $13.4 million and $25.2 million at September 30, 2020 and December 31, 2019, respectively. During the three months ended June 30, 2020, the Company sold one of its investments in equity securities for $12.8 million, which approximated the carrying value of the investment. 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 nine months ended September 30, 2020, there were no events or changes in circumstances that suggested an impairment or an observable price change of any of these investments resulting from an orderly transaction for the identical or a similar investment. |
Share-based Compensation | Share-based Compensation —Share-based compensation expense was $4.4 million and $2.6 million for the three months ended September 30, 2020 and 2019 respectively, and $9.8 million and $7.7 million for the nine months ended September 30, 2020 and 2019 respectively. The income tax benefit related to share-based compensation expense was $1.2 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, and $1.8 million and $2.0 million for the nine months ended September 30, 2020 and 2019 respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. On January 1, 2020, the Company adopted the standard and recorded a $0.5 million cumulative-effect adjustment to retained earnings. The Company’s credit loss reserves primarily relate to trade receivables, unbilled receivables and contract assets. The Company establishes provisions at differing rates, which are region or country-specific, and are based upon the age of the trade receivable, the Company’s historical collection experience in each region or country and lines of business, where appropriate. Provisions for unbilled receivables and contract assets are established based on rates which management believes to be appropriate considering its historical experience. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. Transactions affecting the current expected credit loss reserve during the nine months ended September 30, 2020 were as follows: September 30, 2020 Balance, beginning of year $ 7.7 Adoption of ASU 2016-13 0.5 Provisions charged to expense and reclassifications 4.3 Write-offs and other (1.3 ) Balance, end of period (a) $ 11.2 (a) As of September 30, 2020, the CECL reserve balance is comprised of a $10.5 million provision for accounts receivable and a $0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the Unaudited Condensed Consolidated Balance Sheet. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $7.7 million allowance for doubtful accounts. I n August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).” The standard requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as an asset related to the service contract and to expense the capitalized implementation costs over the term of the hosting arrangement. The standard is effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. The Company adopted the standard prospectively on January 1, 2020 . The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to use optional expedients and exceptions for applying U.S. GAAP to contracts and other transactions affected by reference rate reform, if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. Generally, the expedients and exceptions provided by ASU 2020-04 would only be allowed for contract modifications made prior to December 31, 2022. The Company adopted the standard prospectively in the second quarter of 2020. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740, Income Taxes, to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company manages highly-customized data and materials, such as filings with the SEC on behalf of its customers pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended (the “Investment Act”), manages virtual data rooms and performs eXtensible Business Reporting Language (“XBRL”) and related services. Clients are provided with EDGAR filing services, XBRL compliance services and translation, editing, interpreting, proof-reading and multilingual typesetting services, among others. The Company’s software solutions include Venue, the FundSuiteArc software platform, ActiveDisclosure and data and analytics, among others. Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less. Generally, customer payment is due within ten days upon invoicing. 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 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 are not distinct. Revenue for the Company’s tech-enabled services, software solutions and print and distribution offerings is recognized either over time or at a point in time, as outlined below. Over time The Company recognizes revenue for certain services over time: • The Company’s software solutions, including Venue, the FundSuiteArc software platform, ActiveDisclosure, data and analytics and others, are generally provided on a subscription basis and allow customers access to use the products over the contract period. As a result, software solutions revenue is predominantly recognized ratably over time as the customer receives the benefit throughout the contract period. The timing of invoicing varies, however, the customer may be invoiced before the end of the contract period, resulting in a deferred revenue balance. Point in time Certain revenue arrangements, primarily for tech-enabled services and print and distribution offerings, are recognized at a point in time and are primarily invoiced upon completion of all services or upon shipment to the customer. • Certain arrangements include multiple performance obligations and revenue is recognized upon completion of each performance obligation, such as when a document is filed with a regulatory agency and upon completion of printing the related document. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. The Company provides customer specific solutions and as such, an observable standalone selling price is rarely available. Standalone selling price is determined using an estimate of the standalone selling price of each distinct service or product, taking into consideration historical selling price by customer for each distinct service or product. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations. Customers may be invoiced subsequent to the recognition of revenue for completed performance obligations , resulting in contract asset balances. • Revenue for arrangements which include assisting customers in completing regulatory filings for transactions, such as mergers and acquisitions or other public capital market transactions, is recognized upon completion of all obligations, including the services performed and printing of the related document, if applicable. • Revenue for arrangements without a regulatory filing generally have a single performance obligation. As the services and products provided are not distinct within the context of the contract, the revenue is recognized upon completion of the services performed or upon completion of printing of the related product. • Warehousing, fulfillment services and shipping and handling are each separate performance obligations. As a result, when the Company provides warehousing and future fulfillment services, revenue for the composition services performed and printing of the product is recognized upon completion of the performance obligation(s), as control of the inventory has transferred to the customer and the inventory is being stored at the customer’s request. Because substantially all of the Company’s products are customized, product returns are not significant; however, the Company accrues for the estimated amount of customer credits at the time of sale. The Company records deferred revenue when amounts are invoiced but the revenue recognition criteria are not yet met. Such revenue is recognized when all criteria are subsequently met. Certain revenues earned by the Company require significant judgment to determine if revenue should be recorded gross, as a principal, or net of related costs, as an agent. Billings for shipping and handling costs as well as certain postage costs and out-of-pocket expenses are recorded gross. Revenue is not recognized for customer-supplied postage. The Company’s printing operations process paper that may be supplied directly by customers or may be purchased by the Company from third parties and sold to customers. Revenue is not recognized for customer-supplied paper, however, revenues for Company-supplied paper are recognized on a gross basis. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to authorities. The Company expenses the costs to obtain the contract, primarily commissions, as incurred. |
Restructuring, Impairment and Other Charges recognized in Results of Operations | Restructuring, Impairment and Other Charges 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, impairment of certain assets and other related costs associated with exit or disposal activities. Severance benefits are provided to employees primarily under the Company’s ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be separated and entitled to benefits at amounts that can be reasonably estimated. In some instances, the Company enhances its ongoing termination benefits with one-time termination benefits and employee severance costs to be incurred in relation to these restructuring activities are recognized when employees are notified of their enhanced termination benefits. |
Overview, Basis of Presentati_3
Overview, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Components of Inventories | The components of the Company’s inventories stated at the lower of cost or market, net of excess and obsolescence reserves for raw materials, at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Raw materials and manufacturing supplies $ 2.7 $ 3.9 Work in process 7.2 7.2 Total $ 9.9 $ 11.1 |
Components of Company's Property, Plant and Equipment | The components of the Company’s property, plant and equipment, net at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Land $ 0.3 $ 0.3 Buildings 24.8 26.8 Machinery and equipment 105.1 111.9 130.2 139.0 Less: Accumulated depreciation (117.9 ) (121.5 ) Total $ 12.3 $ 17.5 |
Summary of Current Expected Credit Loss Reserve | Transactions affecting the current expected credit loss reserve during the nine months ended September 30, 2020 were as follows: September 30, 2020 Balance, beginning of year $ 7.7 Adoption of ASU 2016-13 0.5 Provisions charged to expense and reclassifications 4.3 Write-offs and other (1.3 ) Balance, end of period (a) $ 11.2 (a) As of September 30, 2020, the CECL reserve balance is comprised of a $10.5 million provision for accounts receivable and a $0.7 million provision for unbilled receivables and contract assets, all of which are included in receivables, net on the Unaudited Condensed Consolidated Balance Sheet. As of December 31, 2019, prior to the adoption of ASU 2016-13, the reserve balance was comprised of a $7.7 million allowance for doubtful accounts. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue by Reporting Unit and Timing of Revenue Recognition | The following table disaggregates revenue between tech-enabled services, software solutions and print and distribution by reportable segment: Three Months Ended September 30, 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 34.1 $ — $ 34.1 $ — $ 31.5 $ — $ 31.5 Capital Markets - Compliance and Communications Management 78.6 — 17.5 96.1 62.2 — 20.0 82.2 Investment Companies - Software Solutions — 17.0 — 17.0 — 15.1 — 15.1 Investment Companies - Compliance and Communications Management 25.9 — 36.4 62.3 21.7 — 45.4 67.1 Total net sales $ 104.5 $ 51.1 $ 53.9 $ 209.5 $ 83.9 $ 46.6 $ 65.4 $ 195.9 Nine Months Ended September 30, 2020 2019 Tech-enabled Services Software Solutions Print and Distribution Total Tech-enabled Services Software Solutions Print and Distribution Total Capital Markets - Software Solutions $ — $ 97.1 $ — $ 97.1 $ — $ 94.2 $ — $ 94.2 Capital Markets - Compliance and Communications Management 224.4 — 91.6 316.0 203.5 — 107.9 311.4 Investment Companies - Software Solutions — 48.9 — 48.9 — 44.9 — 44.9 Investment Companies - Compliance and Communications Management 77.4 — 144.8 222.2 77.0 — 156.9 233.9 Total net sales $ 301.8 $ 146.0 $ 236.4 $ 684.2 $ 280.5 $ 139.1 $ 264.8 $ 684.4 |
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. Changes in contract liabilities for the nine months ended September 30, 2020 and 2019, respectively, were as follows: Balance at January 1, 2020 $ 13.1 Deferral of revenue 37.4 Revenue recognized (32.3 ) Balance at September 30, 2020 $ 18.2 Balance at January 1, 2019 $ 12.0 Deferral of revenue 37.5 Revenue recognized (37.3 ) Balance at September 30, 2019 $ 12.2 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balances of Goodwill by Segment | The balances of goodwill by segment are presented below: Net book value at March 31, 2020 Foreign exchange and other adjustments Net book value at September 30, 2020 Capital Markets - Software Solutions $ 103.6 $ — $ 103.6 Capital Markets - Compliance and Communication Management 252.5 0.3 252.8 Investment Companies - Software Solutions 53.0 0.1 53.1 Investment Companies - Compliance and Communication Management 40.6 — 40.6 Total $ 449.7 $ 0.4 $ 450.1 |
Components of Other Intangible Assets | The components of other intangible assets at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Net Book Value Customer relationships (useful life of 10- 15 years $ 149.6 $ (1.0 ) $ (137.5 ) $ 11.1 $ 149.8 $ (1.0 ) $ (127.7 ) $ 21.1 Trade names (useful life of 5 years 3.9 — (3.3 ) 0.6 3.9 — (3.1 ) 0.8 Software license (useful life of 3 years 0.3 — — 0.3 — — — — Total other intangible assets $ 153.8 $ (1.0 ) $ (140.8 ) $ 12.0 $ 153.7 $ (1.0 ) $ (130.8 ) $ 21.9 |
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 2020 (excluding the nine months ended September 30, 2020) $ 2.3 2021 1.0 2022 1.0 2023 0.9 2024 0.7 2025 and thereafter 6.1 Total $ 12.0 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease expense $ 7.1 $ 6.5 $ 21.0 $ 19.7 Sublease income (1.3 ) (1.4 ) (3.5 ) (3.9 ) Net lease expense $ 5.8 $ 5.1 $ 17.5 $ 15.8 |
Summary of Company's Lease Liabilities in Condensed Consolidated Balance Sheets | The Company’s lease liabilities are presented within the Company’s Unaudited Condensed Consolidated Balance Sheets as follows: September 30, 2020 December 31, 2019 Accrued liabilities $ 20.3 $ 22.6 Noncurrent lease liabilities 55.5 57.9 Total $ 75.8 $ 80.5 |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations | For the three months ended September 30, 2020 and 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Three Months Ended September 30, 2020 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 0.2 $ — $ — $ 0.2 Capital Markets - Compliance and Communication Management 0.5 2.0 — 2.5 Investment Companies - Software Solutions — 2.2 — 2.2 Investment Companies - Compliance and Communication Management 0.2 — — 0.2 Corporate 0.2 1.3 0.4 1.9 Total $ 1.1 $ 5.5 $ 0.4 $ 7.0 Three Months Ended September 30, 2019 Employee Terminations Impairment Charges Total Capital Markets - Software Solutions $ 0.3 $ — $ 0.3 Capital Markets - Compliance and Communication Management 1.6 — 1.6 Investment Companies - Software Solutions — — — Investment Companies - Compliance and Communication Management 0.2 — 0.2 Corporate 0.3 0.4 0.7 Total $ 2.4 $ 0.4 $ 2.8 For the nine months ended September 30, 2020 and 2019, the Company recorded the following net restructuring, impairment and other charges by segment: Nine Months Ended September 30, 2020 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 1.0 $ — $ — $ 1.0 Capital Markets - Compliance and Communication Management 5.6 14.1 0.2 19.9 Investment Companies - Software Solutions 0.4 2.2 — 2.6 Investment Companies - Compliance and Communication Management 5.4 — — 5.4 Corporate 2.6 1.3 2.4 6.3 Total $ 15.0 $ 17.6 $ 2.6 $ 35.2 Nine Months Ended September 30, 2019 Employee Terminations Impairment Charges Other Charges Total Capital Markets - Software Solutions $ 1.3 $ — $ — $ 1.3 Capital Markets - Compliance and Communication Management 4.9 — 0.1 5.0 Investment Companies - Software Solutions 0.1 — — 0.1 Investment Companies - Compliance and Communication Management 1.1 — — 1.1 Corporate 0.8 0.4 — 1.2 Total $ 8.2 $ 0.4 $ 0.1 $ 8.7 |
Employee Severance | |
Schedule of Changes in the Employee Terminations Liability | The Company’s employee terminations liability is included in accrued liabilities in the Company’s Unaudited Condensed December 31, 2019 Restructuring Charges Reversals Cash Paid September 30, 2020 Employee terminations $ 1.9 $ 15.1 $ (0.1 ) $ (6.9 ) $ 10.0 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Estimated Net Pension Plan Income | The components of the estimated net pension plan income for the Company’s pension plans for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest cost $ 2.2 $ 2.8 $ 6.6 $ 8.3 Expected return on assets (3.4 ) (3.7 ) (10.4 ) (11.1 ) Amortization, net 0.7 0.4 2.3 1.3 Net pension income $ (0.5 ) $ (0.5 ) $ (1.5 ) $ (1.5 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of the Company's Debt | The Company’s debt as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 8.25% senior notes due October 15, 2024 $ 233.0 $ 300.0 Borrowings under the Revolving Facility 61.5 — Unamortized debt issuance costs (2.6 ) (4.0 ) Total long-term debt $ 291.9 $ 296.0 |
Summary of Interest Expense, Net | The following table summarizes interest expense, net included in the Unaudited Condensed Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest incurred $ 6.3 $ 8.7 $ 19.5 $ 27.1 Less: Gain on debt extinguishment and other interest income (0.4 ) (0.1 ) (2.7 ) (0.5 ) Interest expense, net $ 5.9 $ 8.6 $ 16.8 $ 26.6 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic and Diluted Earnings per Share Calculation and Anti-dilutive Share-based Awards | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net earnings per share: Basic $ 0.21 $ 0.43 $ 0.29 $ 0.90 Diluted $ 0.21 $ 0.43 $ 0.29 $ 0.89 Numerator: Net earnings $ 7.1 $ 14.7 $ 9.9 $ 30.6 Denominator: Weighted average number of common shares outstanding 34.0 34.2 34.0 34.1 Dilutive awards 0.2 0.1 — 0.1 Diluted weighted average number of common shares outstanding 34.2 34.3 34.0 34.2 Weighted average number of anti-dilutive share-based awards: Restricted stock units 0.4 0.3 1.1 0.7 Stock options 0.7 0.8 0.8 0.8 Total 1.1 1.1 1.9 1.5 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Before Tax Amount Income Tax Expense Net of Tax Amount Before Tax Amount Income Tax Expense Net of Tax Amount Translation adjustments $ (0.5 ) $ — $ (0.5 ) $ (2.2 ) $ — $ (2.2 ) Adjustment for net periodic pension plan and other postretirement benefits plan 1.6 0.2 1.4 3.2 0.7 2.5 Other comprehensive income $ 1.1 $ 0.2 $ 0.9 $ 1.0 $ 0.7 $ 0.3 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Before Tax Amount Income Tax Expense Net of Tax Amount Before Tax Amount Income Tax Expense Net of Tax Amount Translation adjustments $ (0.4 ) $ — $ (0.4 ) $ 2.3 $ — $ 2.3 Adjustment for net periodic pension plan and other postretirement benefits plan 0.4 0.1 0.3 1.4 0.4 1.0 Other comprehensive income (loss) $ — $ 0.1 $ (0.1 ) $ 3.7 $ 0.4 $ 3.3 |
Schedule of Changes in Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss by component as of December 31, 2019 and September 30, 2020 were as follows: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2019 $ (70.9 ) $ (13.7 ) $ (84.6 ) Other comprehensive income before reclassifications — (2.2 ) (2.2 ) Amounts reclassified from accumulated other comprehensive loss 2.5 — 2.5 Net change in accumulated other comprehensive loss 2.5 (2.2 ) 0.3 Balance at September 30, 2020 $ (68.4 ) $ (15.9 ) $ (84.3 ) Accumulated other comprehensive loss by component as of December 31, 2018 and September 30, 2019 were as follows: Pension and Other Postretirement Benefits Plan Cost Translation Adjustments Total Balance at December 31, 2018 $ (66.0 ) $ (16.7 ) $ (82.7 ) Other comprehensive income before reclassifications 0.1 2.3 2.4 Amounts reclassified from accumulated other comprehensive loss 0.9 — 0.9 Net change in accumulated other comprehensive loss 1.0 2.3 3.3 Balance at September 30, 2019 $ (65.0 ) $ (14.4 ) $ (79.4 ) |
Reclassifications from Accumulated Other Comprehensive Loss, Amortization of Pension Plan Cost | Reclassifications from accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, Classification in the Condensed Consolidated Statements of 2020 2019 2020 2019 Operations Amortization of pension and other postretirement benefits plan cost: Net actuarial loss $ 1.6 $ 0.4 $ 3.2 $ 1.3 (a) Reclassifications before tax 1.6 0.4 3.2 1.3 Income tax expense 0.2 0.1 0.7 0.4 Reclassifications, net of tax $ 1.4 $ 0.3 $ 2.5 $ 0.9 (a) These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6 , Retirement Plans |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company has disclosed income (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the Company’s chief operating decision maker and is most consistent with the presentation of profitability reported within the condensed consolidated financial statements. Total Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2020 Capital Markets - Software Solutions $ 34.1 $ 2.1 $ 3.2 $ 4.4 Capital Markets - Compliance and Communication Management 96.1 37.2 3.6 1.3 Investment Companies - Software Solutions 17.0 (0.8 ) 2.9 2.1 Investment Companies - Compliance and Communication Management 62.3 (0.9 ) 2.8 0.8 Total operating segments 209.5 37.6 12.5 8.6 Corporate — (22.4 ) 0.1 0.2 Total operations $ 209.5 $ 15.2 $ 12.6 $ 8.8 Total Net Sales Income (Loss) from Operations Depreciation and Amortization Capital Expenditures Three Months Ended September 30, 2019 Capital Markets - Software Solutions $ 31.5 $ 2.8 $ 3.2 $ 3.3 Capital Markets - Compliance and Communication Management 82.2 16.8 4.0 1.9 Investment Companies - Software Solutions 15.1 (1.7 ) 3.1 3.2 Investment Companies - Compliance and Communication Management 67.1 20.1 2.4 0.1 Total operating segments 195.9 38.0 12.7 8.5 Corporate — (5.9 ) — 0.4 Total operations $ 195.9 $ 32.1 $ 12.7 $ 8.9 Total Net Sales Income (Loss) from Operations Assets (1) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2020 Capital Markets - Software Solutions $ 97.1 $ 4.9 $ 167.6 $ 9.9 $ 11.4 Capital Markets - Compliance and Communication Management 316.0 87.9 424.7 11.6 2.9 Investment Companies - Software Solutions 48.9 (0.3 ) 95.5 9.0 7.6 Investment Companies - Compliance and Communication Management 222.2 3.2 136.9 7.8 1.8 Total operating segments 684.2 95.7 824.7 38.3 23.7 Corporate — (64.7 ) 105.6 1.4 0.8 Total $ 684.2 $ 31.0 $ 930.3 $ 39.7 $ 24.5 Total Net Sales Income (Loss) from Operations Assets (1) Depreciation and Amortization Capital Expenditures Nine Months Ended September 30, 2019 Capital Markets - Software Solutions $ 94.2 $ 6.3 $ 164.0 $ 9.3 $ 10.7 Capital Markets - Compliance and Communication Management 311.4 69.8 441.5 11.3 5.7 Investment Companies - Software Solutions 44.9 (7.9 ) 102.5 9.5 11.5 Investment Companies - Compliance and Communication Management 233.9 32.6 141.0 6.7 6.5 Total operating segments 684.4 100.8 849.0 36.8 34.4 Corporate — (28.7 ) 113.3 — 0.7 Total $ 684.4 $ 72.1 $ 962.3 $ 36.8 $ 35.1 (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. |
Schedule of Corporate Assets | Corporate assets primarily consisted of the following items: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 40.9 $ 17.2 Prepaid expenses and other current assets 11.8 11.7 Right-of-use assets 8.8 11.5 Deferred income taxes, net of valuation allowance 18.1 9.0 Other noncurrent assets 22.8 34.2 |
Overview, Basis of Presentati_4
Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Millions | Jan. 01, 2020USD ($) | Sep. 27, 2019USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of operating segments | Segment | 4 | |||||||
Prepaid expenses | $ 16.5 | $ 16.5 | $ 9.6 | |||||
Depreciation expense | 0.9 | $ 2.1 | $ 6.7 | $ 5.4 | ||||
Sale leaseback transaction description | On September 27, 2019, the Company entered into a sale-leaseback agreement in which it sold a building and land at fair market value for proceeds of $30.6 million, and entered into an operating lease of the property through September 2029 with the option to terminate after three years. | |||||||
Net gain on the sale of property | $ 0 | 19.2 | ||||||
Net proceeds from sale of building and land | $ 30.6 | $ 0 | 30.6 | |||||
Operating lease, Option to terminate description | option to terminate after three years | |||||||
Operating lease expiration period | 2029-09 | |||||||
Real estate property held-for-sale carrying value | 5.5 | $ 5.5 | 5.6 | |||||
Equity investments carrying value | 13.4 | 13.4 | $ 25.2 | |||||
Proceeds from sale of investment | $ 12.8 | 12.8 | 0 | |||||
Share-based compensation | 4.4 | 2.6 | 9.8 | 7.7 | ||||
Share-based compensation expense, income tax benefit | 1.2 | 0.7 | 1.8 | 2 | ||||
Adoption of ASU 2016-13 | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Adoption of ASU 2016-13 | $ (0.5) | (0.5) | ||||||
Computer Software, Intangible Asset | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Amortization expense related to internally-developed software | $ 8.3 | 7 | $ 22.9 | 20.5 | ||||
Maximum | Computer Software, Intangible Asset | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Estimated useful life of computer software | 3 years | |||||||
IC-CCM Segment | Other Operating Income (Expense) | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Net gain on the sale of property | $ 19.2 | $ 19.2 |
Overview, Basis of Presentati_5
Overview, Basis of Presentation and Significant Accounting Policies- Components of Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Net [Abstract] | ||
Raw materials and manufacturing supplies | $ 2.7 | $ 3.9 |
Work in process | 7.2 | 7.2 |
Total | $ 9.9 | $ 11.1 |
Overview, Basis of Presentati_6
Overview, Basis of Presentation and Significant Accounting Policies - Components of Company's Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 130.2 | $ 139 |
Less: Accumulated depreciation | (117.9) | (121.5) |
Total | 12.3 | 17.5 |
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 | 24.8 | 26.8 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 105.1 | $ 111.9 |
Overview, Basis of Presentati_7
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Sep. 30, 2020 |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Balance, beginning of year | $ 7.7 | $ 7.7 |
Provisions charged to expense and reclassifications | 4.3 | |
Write-offs and other | (1.3) | |
Balance, end of period (a) | 11.2 | |
Adoption of ASU 2016-13 | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Adoption of ASU 2016-13 | $ (0.5) | $ (0.5) |
Overview, Basis of Presentati_8
Overview, Basis of Presentation and Significant Accounting Policies - Summary of Current Expected Credit Loss Reserve (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts and Financing Receivable, Allowance for Credit Loss | $ 10.5 | |
Provision of unbilled receivables and contract assets | $ 0.7 | |
Receivables, allowance for doubtful accounts | $ 7.7 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue Recognition [Abstract] | ||
Period due on customer payment upon invoicing | 10 days | |
Unbilled receivables | $ 62.4 | $ 33.5 |
Contract assets | 5.8 | $ 8.9 |
Invoiced to customers amount that exceeded estimates of standalone selling price | $ 0.2 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue by Reporting Unit and Timing of Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total net sales | $ 209.5 | $ 195.9 | $ 684.2 | $ 684.4 |
Tech-enabled Services | ||||
Total net sales | 104.5 | 83.9 | 301.8 | 280.5 |
Software Solutions | ||||
Total net sales | 51.1 | 46.6 | 146 | 139.1 |
Print and Distribution | ||||
Total net sales | 53.9 | 65.4 | 236.4 | 264.8 |
Capital Markets - Software Solutions | ||||
Total net sales | 34.1 | 31.5 | 97.1 | 94.2 |
Capital Markets - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Software Solutions | Software Solutions | ||||
Total net sales | 34.1 | 31.5 | 97.1 | 94.2 |
Capital Markets - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Capital Markets - Compliance and Communications Management | ||||
Total net sales | 96.1 | 82.2 | 316 | 311.4 |
Capital Markets - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 78.6 | 62.2 | 224.4 | 203.5 |
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 | 17.5 | 20 | 91.6 | 107.9 |
Investment Companies - Software Solutions | ||||
Total net sales | 17 | 15.1 | 48.9 | 44.9 |
Investment Companies - Software Solutions | Tech-enabled Services | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Software Solutions | Software Solutions | ||||
Total net sales | 17 | 15.1 | 48.9 | 44.9 |
Investment Companies - Software Solutions | Print and Distribution | ||||
Total net sales | 0 | 0 | 0 | 0 |
Investment Companies - Compliance and Communications Management | ||||
Total net sales | 62.3 | 67.1 | 222.2 | 233.9 |
Investment Companies - Compliance and Communications Management | Tech-enabled Services | ||||
Total net sales | 25.9 | 21.7 | 77.4 | 77 |
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 | $ 36.4 | $ 45.4 | $ 144.8 | $ 156.9 |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Financial Position [Abstract] | ||
Balance beginning | $ 13.1 | $ 12 |
Deferral of revenue | 37.4 | 37.5 |
Revenue recognized | (32.3) | (37.3) |
Balance ending | $ 18.2 | $ 12.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)SegmentReportingUnit | Sep. 30, 2019USD ($) | Dec. 31, 2019ReportingUnit | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Number of operating segments | Segment | 4 | ||||
Number of reportable units | ReportingUnit | 4 | 3 | |||
Goodwill impairment | $ 0 | ||||
Amortization expense for other intangible assets | $ 3,400,000 | $ 3,600,000 | $ 10,100,000 | $ 10,900,000 | |
Weighted-average remaining useful life for unamortized intangible assets | 10 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Balances of Goodwill by Segment (Details) $ in Millions | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 449.7 |
Foreign exchange and other adjustments | 0.4 |
Goodwill, ending balance | 450.1 |
Capital Markets - Software Solutions | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 103.6 |
Foreign exchange and other adjustments | 0 |
Goodwill, ending balance | 103.6 |
Capital Markets - Compliance and Communications Management | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 252.5 |
Foreign exchange and other adjustments | 0.3 |
Goodwill, ending balance | 252.8 |
Investment Companies - Software Solutions | |
Goodwill [Line Items] | |
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] | |
Goodwill, beginning balance | 40.6 |
Foreign exchange and other adjustments | 0 |
Goodwill, ending balance | $ 40.6 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 153.8 | $ 153.7 |
Accumulated Impairment Charges | (1) | (1) |
Accumulated Amortization | (140.8) | (130.8) |
Total Net Book Value | 12 | 21.9 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 149.6 | 149.8 |
Accumulated Impairment Charges | (1) | (1) |
Accumulated Amortization | (137.5) | (127.7) |
Total Net Book Value | 11.1 | 21.1 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3.9 | 3.9 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (3.3) | (3.1) |
Total Net Book Value | 0.6 | 0.8 |
Software License | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.3 | 0 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | 0 | 0 |
Total Net Book Value | $ 0.3 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful life of computer software | 5 years | 5 years |
Software License | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful life of computer software | 3 years | 3 years |
Minimum [Member] | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful life of computer software | 10 years | 10 years |
Maximum | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful life of computer software | 15 years | 15 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense Related to Other Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 (excluding the nine months ended September 30, 2020) | $ 2.3 | |
2021 | 1 | |
2022 | 1 | |
2023 | 0.9 | |
2024 | 0.7 | |
2025 and thereafter | 6.1 | |
Total Net Book Value | $ 12 | $ 21.9 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease payments | $ 5.9 | $ 7.1 | $ 18.8 | $ 20.8 |
Impairment charges, operating lease ROU asset | 3.7 | 15.8 | ||
Acceleration of rent expense associated with abandoned operating leases | $ 1.3 | $ 1.9 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 7.1 | $ 6.5 | $ 21 | $ 19.7 |
Sublease income | (1.3) | (1.4) | (3.5) | (3.9) |
Net lease expense | $ 5.8 | $ 5.1 | $ 17.5 | $ 15.8 |
Leases - Summary of Company's L
Leases - Summary of Company's Lease Liabilities in Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Accrued liabilities | $ 20.3 | $ 22.6 |
Operating lease liabilities, balance sheet line item | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Noncurrent lease liabilities | $ 55.5 | $ 57.9 |
Present value of lease liabilities | $ 75.8 | $ 80.5 |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Charges - Schedule of Restructuring, Impairment and Other Charges by Segment Recognized in Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | $ 1.1 | $ 2.4 | $ 15 | $ 8.2 |
Impairment Charges | 5.5 | 0.4 | 17.6 | 0.4 |
Other Charges | 0.4 | 2.6 | 0.1 | |
Total | 7 | 2.8 | 35.2 | 8.7 |
Operating Segments | Capital Markets - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.2 | 0.3 | 1 | 1.3 |
Impairment Charges | 0 | 0 | 0 | 0 |
Other Charges | 0 | 0 | 0 | |
Total | 0.2 | 0.3 | 1 | 1.3 |
Operating Segments | Capital Markets - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.5 | 1.6 | 5.6 | 4.9 |
Impairment Charges | 2 | 0 | 14.1 | 0 |
Other Charges | 0 | 0.2 | 0.1 | |
Total | 2.5 | 1.6 | 19.9 | 5 |
Operating Segments | Investment Companies - Software Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0 | 0 | 0.4 | 0.1 |
Impairment Charges | 2.2 | 0 | 2.2 | 0 |
Other Charges | 0 | 0 | 0 | |
Total | 2.2 | 0 | 2.6 | 0.1 |
Operating Segments | Investment Companies - Compliance and Communications Management | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.2 | 0.2 | 5.4 | 1.1 |
Impairment Charges | 0 | 0 | 0 | 0 |
Other Charges | 0 | 0 | 0 | |
Total | 0.2 | 0.2 | 5.4 | 1.1 |
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Employee Terminations | 0.2 | 0.3 | 2.6 | 0.8 |
Impairment Charges | 1.3 | 0.4 | 1.3 | 0.4 |
Other Charges | 0.4 | 2.4 | 0 | |
Total | $ 1.9 | $ 0.7 | $ 6.3 | $ 1.2 |
Restructuring, Impairment and_4
Restructuring, Impairment and Other Charges - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)Employee | Sep. 30, 2020USD ($)Employee | Sep. 30, 2019USD ($)Employee | |
Schedule Of Restructuring And Related Costs [Table] | ||||
Employee Terminations | $ 1.1 | $ 2.4 | $ 15 | $ 8.2 |
Number of employees used to determine employee termination costs | Employee | 70 | 490 | 235 | |
Impairment charges, operating lease ROU asset | 3.7 | $ 15.8 | ||
Impairment Charges | 5.5 | $ 0.4 | 17.6 | $ 0.4 |
Other charges | 0.4 | 2.6 | $ 0.1 | |
Software Assets | ||||
Schedule Of Restructuring And Related Costs [Table] | ||||
Impairment Charges | $ 1.8 | 1.8 | ||
Level 3 | ||||
Schedule Of Restructuring And Related Costs [Table] | ||||
Fair value of ROU asset | $ 3.6 |
Restructuring, Impairment and_5
Restructuring, Impairment and Other Charges - Schedule of Changes in the Employee Terminations Liability (Details) - Employee Severance $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Balance at the beginning | $ 1.9 |
Restructuring Charges | 15.1 |
Reversals | (0.1) |
Cash Paid | (6.9) |
Balance at the end | $ 10 |
Retirement Plans - Components o
Retirement Plans - Components of Estimated Net Pension Plan Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net pension income | $ (1.5) | $ (1.5) | ||
Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 2.2 | $ 2.8 | 6.6 | 8.3 |
Expected return on assets | (3.4) | (3.7) | (10.4) | (11.1) |
Amortization, net | 0.7 | 0.4 | 2.3 | 1.3 |
Net pension income | $ (0.5) | $ (0.5) | $ (1.5) | $ (1.5) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
LSC Communications | ||
Loss Contingencies [Line Items] | ||
Estimated additional share of MEPP obligation | $ 2.1 | |
Loss contingency accrual | $ 15.5 | |
Estimated share of MEPP obligation | $ 10.2 | |
Non Income Tax [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual | 2.7 | |
LSC Communications | ||
Loss Contingencies [Line Items] | ||
Future cash payment on MEPP liabilities per annum | 103 | |
Present value of MEPP liabilities | $ 57 | |
Blended discount rate on MEPP liabilties | 10.00% | |
Term of future cash payment on MEPP liabilities | 14 years | |
Minimum [Member] | LSC Communications | ||
Loss Contingencies [Line Items] | ||
Future cash payment on MEPP liabilities per annum | $ 1.6 | |
Maximum | LSC Communications | ||
Loss Contingencies [Line Items] | ||
Future cash payment on MEPP liabilities per annum | $ 8.5 |
Debt - Schedule of the Company'
Debt - Schedule of the Company's Debt (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (2.6) | $ (4) |
Total long-term debt | 291.9 | 296 |
8.25% Senior Notes Due October 15, 2024 | ||
Debt Instrument [Line Items] | ||
Senior Unsecured notes | 233 | 300 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowings under the Revolving Facility | $ 61.5 | $ 0 |
Debt - Schedule of the Compan_2
Debt - Schedule of the Company's Debt (Parenthetical) (Details) - 8.25% Senior Notes Due October 15, 2024 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 8.25% | 8.25% |
Maturity date | Oct. 15, 2024 | Oct. 15, 2024 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Dec. 18, 2018 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Pre-tax gain on extinguishment of debt | $ 2,300,000 | $ 0 | ||||
Senior Secured Term Loan B Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 350,000,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | 300,000,000 | |||||
Borrowings under the Revolving Facility | $ 61,500,000 | $ 0 | ||||
Weighted average interest rate on borrowing | 2.60% | 5.00% | ||||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Allowable annual dividend payment under credit agreement | $ 20,000,000 | |||||
8.25% Senior Notes Due October 15, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 8.25% | 8.25% | ||||
Maturity date | Oct. 15, 2024 | Oct. 15, 2024 | ||||
Fair value of senior notes | $ 245,000,000 | $ 308,400,000 | ||||
Notional amount of notes | $ 66,500,000 | $ 500,000 | ||||
Average purchase and retired price of notes | $ 95.25 | $ 98.75 | ||||
Pre-tax gain on extinguishment of debt | $ 2,300,000 | |||||
Frequency of interest payable | interest payable semi-annually on April 15 and October 15 | |||||
Second Amended Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, extended maturity date | Dec. 18, 2023 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instruments [Abstract] | ||||
Interest incurred | $ 6.3 | $ 8.7 | $ 19.5 | $ 27.1 |
Less: Gain on debt extinguishment and other interest income | (0.4) | (0.1) | (2.7) | (0.5) |
Interest expense, net | $ 5.9 | $ 8.6 | $ 16.8 | $ 26.6 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic | $ 0.21 | $ 0.43 | $ 0.29 | $ 0.90 |
Diluted | $ 0.21 | $ 0.43 | $ 0.29 | $ 0.89 |
Net earnings | $ 7.1 | $ 14.7 | $ 9.9 | $ 30.6 |
Weighted average number of common shares outstanding | 34 | 34.2 | 34 | 34.1 |
Dilutive awards | 0.2 | 0.1 | 0 | 0.1 |
Diluted weighted average number of common shares outstanding | 34.2 | 34.3 | 34 | 34.2 |
Total weighted average number of anti-dilutive share-based awards | 1.1 | 1.1 | 1.9 | 1.5 |
Restricted stock units | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Total weighted average number of anti-dilutive share-based awards | 0.4 | 0.3 | 1.1 | 0.7 |
Stock options | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Total weighted average number of anti-dilutive share-based awards | 0.7 | 0.8 | 0.8 | 0.8 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 04, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | |||||
Common stock, Authorized | 65,000,000 | 65,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Outstanding common stock value authorized to repurchase under stock repurchase program | $ 16,100,000 | ||||
Repurchases of common stock, shares | 443,872 | 0 | 615,896 | ||
Repurchases of common stock, value | $ 5,100,000 | $ 3,800,000 | |||
Shares repurchased average price | $ 11.54 | $ 6.19 | |||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Outstanding common stock value authorized to repurchase under stock repurchase program | $ 25,000,000 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income (loss), Before Tax Amount | $ 1.1 | $ 0 | $ 1 | $ 3.7 |
Other comprehensive income (loss), Income Tax Expense (Benefit) | 0.2 | 0.1 | 0.7 | 0.4 |
Other comprehensive income (loss), net of tax | 0.9 | (0.1) | 0.3 | 3.3 |
Translation adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income (loss), Before Tax Amount | (0.5) | (0.4) | (2.2) | 2.3 |
Other comprehensive income (loss), Income Tax Expense (Benefit) | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (0.5) | (0.4) | (2.2) | 2.3 |
Adjustment for Net Periodic Pension Plan and Other Postretirement Benefits Plan | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income (loss), Before Tax Amount | 1.6 | 0.4 | 3.2 | 1.4 |
Other comprehensive income (loss), Income Tax Expense (Benefit) | 0.2 | 0.1 | 0.7 | 0.4 |
Other comprehensive income (loss), net of tax | $ 1.4 | $ 0.3 | $ 2.5 | $ 1 |
Comprehensive Income - Schedu_2
Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $ 268.6 | $ 226 |
Balance | 277.7 | 266.1 |
Pension and Other Postretirement Benefits Plan Cost | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (70.9) | (66) |
Other comprehensive (loss) income before reclassifications | 0 | 0.1 |
Amounts reclassified from accumulated other comprehensive (loss) Income | 2.5 | 0.9 |
Net change in accumulated other comprehensive (loss) income | 2.5 | 1 |
Balance | (68.4) | (65) |
Translation adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (13.7) | (16.7) |
Other comprehensive (loss) income before reclassifications | (2.2) | 2.3 |
Amounts reclassified from accumulated other comprehensive (loss) Income | 0 | 0 |
Net change in accumulated other comprehensive (loss) income | (2.2) | 2.3 |
Balance | (15.9) | (14.4) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (84.6) | (82.7) |
Other comprehensive (loss) income before reclassifications | (2.2) | 2.4 |
Amounts reclassified from accumulated other comprehensive (loss) Income | 2.5 | 0.9 |
Net change in accumulated other comprehensive (loss) income | 0.3 | 3.3 |
Balance | $ (84.3) | $ (79.4) |
Comprehensive Income - Reclassi
Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Loss Amortization of Pension Plan Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Accumulated Defined Benefit Plans Adjustment, Net Actuarial loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Amortization of pension and other postretirement benefits plan cost: Reclassifications before tax | $ 1.6 | $ 0.4 | $ 3.2 | $ 1.3 | [1] |
Pension and Other Postretirement Benefits Plan Cost | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Amortization of pension and other postretirement benefits plan cost: Reclassifications before tax | 1.6 | 0.4 | 3.2 | 1.3 | |
Income tax expense (benefit) | 0.2 | 0.1 | 0.7 | 0.4 | |
Reclassifications, net of tax | $ 1.4 | $ 0.3 | $ 2.5 | $ 0.9 | |
[1] | These accumulated other comprehensive loss components are included in the calculation of net periodic pension and other postretirement benefits plan income recognized in investment and other income, net in the Unaudited Condensed Consolidated Statements of Operations (see Note 6 , Retirement Plans |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | $ 209.5 | $ 195.9 | $ 684.2 | $ 684.4 | ||||||
Income (Loss) from Operations | 15.2 | 32.1 | 31 | 72.1 | ||||||
Assets | 930.3 | [1] | 962.3 | [1] | 930.3 | [1] | 962.3 | [1] | $ 886.9 | |
Depreciation and amortization | 12.6 | 12.7 | 39.7 | 36.8 | ||||||
Capital Expenditures | 8.8 | 8.9 | 24.5 | 35.1 | ||||||
Capital Markets - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 34.1 | 31.5 | 97.1 | 94.2 | ||||||
Capital Markets - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 96.1 | 82.2 | 316 | 311.4 | ||||||
Investment Companies - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 17 | 15.1 | 48.9 | 44.9 | ||||||
Investment Companies - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 62.3 | 67.1 | 222.2 | 233.9 | ||||||
Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 209.5 | 195.9 | 684.2 | 684.4 | ||||||
Income (Loss) from Operations | 37.6 | 38 | 95.7 | 100.8 | ||||||
Assets | [1] | 824.7 | 849 | 824.7 | 849 | |||||
Depreciation and amortization | 12.5 | 12.7 | 38.3 | 36.8 | ||||||
Capital Expenditures | 8.6 | 8.5 | 23.7 | 34.4 | ||||||
Operating Segments | Capital Markets - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 34.1 | 31.5 | 97.1 | 94.2 | ||||||
Income (Loss) from Operations | 2.1 | 2.8 | 4.9 | 6.3 | ||||||
Assets | [1] | 167.6 | 164 | 167.6 | 164 | |||||
Depreciation and amortization | 3.2 | 3.2 | 9.9 | 9.3 | ||||||
Capital Expenditures | 4.4 | 3.3 | 11.4 | 10.7 | ||||||
Operating Segments | Capital Markets - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 96.1 | 82.2 | 316 | 311.4 | ||||||
Income (Loss) from Operations | 37.2 | 16.8 | 87.9 | 69.8 | ||||||
Assets | [1] | 424.7 | 441.5 | 424.7 | 441.5 | |||||
Depreciation and amortization | 3.6 | 4 | 11.6 | 11.3 | ||||||
Capital Expenditures | 1.3 | 1.9 | 2.9 | 5.7 | ||||||
Operating Segments | Investment Companies - Software Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 17 | 15.1 | 48.9 | 44.9 | ||||||
Income (Loss) from Operations | (0.8) | (1.7) | (0.3) | (7.9) | ||||||
Assets | [1] | 95.5 | 102.5 | 95.5 | 102.5 | |||||
Depreciation and amortization | 2.9 | 3.1 | 9 | 9.5 | ||||||
Capital Expenditures | 2.1 | 3.2 | 7.6 | 11.5 | ||||||
Operating Segments | Investment Companies - Compliance and Communications Management | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 62.3 | 67.1 | 222.2 | 233.9 | ||||||
Income (Loss) from Operations | (0.9) | 20.1 | 3.2 | 32.6 | ||||||
Assets | [1] | 136.9 | 141 | 136.9 | 141 | |||||
Depreciation and amortization | 2.8 | 2.4 | 7.8 | 6.7 | ||||||
Capital Expenditures | 0.8 | 0.1 | 1.8 | 6.5 | ||||||
Corporate | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total net sales | 0 | 0 | 0 | 0 | ||||||
Income (Loss) from Operations | (22.4) | (5.9) | (64.7) | (28.7) | ||||||
Assets | [1] | 105.6 | 113.3 | 105.6 | 113.3 | |||||
Depreciation and amortization | 0.1 | 0 | 1.4 | 0 | ||||||
Capital Expenditures | $ 0.2 | $ 0.4 | $ 0.8 | $ 0.7 | ||||||
[1] | Certain assets are recorded within a segment based on predominant usage, however, as they benefit more than one segment, the related operating expenses are allocated between segments. |
Segment Information - Schedul_2
Segment Information - Schedule of Corporate Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Cash and cash equivalents | $ 40.9 | $ 17.2 |
Prepaid expenses and other current assets | 24.3 | 15.9 |
Right-of-use assets | 58.8 | 80.7 |
Other noncurrent assets | 28.8 | 41.3 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Cash and cash equivalents | 40.9 | 17.2 |
Prepaid expenses and other current assets | 11.8 | 11.7 |
Right-of-use assets | 8.8 | 11.5 |
Deferred income taxes, net of valuation allowance | 18.1 | 9 |
Other noncurrent assets | $ 22.8 | $ 34.2 |