Donnelley Financial Solutions, Inc. (NYSE:DFIN) Q4 2023 Earnings Call Transcript

We believe our industry-leading technology and service capabilities, coupled with our deep domain expertise, provide unique value to our clients and provide DFIN with an advantaged position across the competitive landscape. New regulations are a tailwind in our plan. Our long-term projections include opportunities from known SEC regulations, such as Tailored Shareholder Reports. Given the rate of regulatory change, we expect our revenue will likely benefit from new regulations yet to be enacted. Those undefined future regulations will be upside to our projections. And given the typical proposal to adoption cycle, would positively impact 2027 and 2028. Finally, we are developing capabilities to expand beyond our current core SEC compliance offerings into adjacent markets and use cases.

By leveraging DFIN’s foundational capabilities in the areas of document management, composition, tagging and filing, we have the ability to expand into new use cases that call upon the same set of capabilities we already possess, but which we do not serve today. In doing so, we have significant opportunities to increase the size of our serviceable market while staying close to our core competencies, allowing us to serve those new use cases productively. We expect non-SEC-related opportunities will benefit us later in our projection period. Our single compliance platform will serve as the foundational component of our future technology ecosystem and will allow scalable revenue growth and market expansion. Our recent development efforts, which have resulted in the brand-new build of ActiveDisclosure and the newly launched Tailored Shareholder Report software solution, demonstrate the capabilities we are adding to the platform and the potential to address new market opportunities.

As I’ve said before, DFIN’s opportunities ahead are greater than what we have accomplished thus far. Before I share a few closing remarks, I would like to turn the call over to Dave to provide more details on our fourth quarter financial results, outlook for the first quarter of 2024 and our updated long-term projections. Dave?

Dave Gardella: Thank you, Dan, and good morning, everyone. Before I discuss our fourth quarter financial performance, I’d like to recap a few housekeeping items in the quarter. First, during the fourth quarter, we completed the sale of eBrevia, a software solution primarily used in contract analytics, which we acquired in 2018 and had net sales of approximately $3.8 million in 2023. As part of our technology development, over the last several years, we have gradually integrated eBrevia’s artificial intelligence and machine learning capabilities into our existing offerings, including client implementations. Going forward, eBrevia as a standalone offering had limited value to DFIN, and as such, we sold the business. We received de minimis proceeds from the sale, resulting in a pretax loss of $6.1 million, which is recorded within the Capital Markets Software Solutions operating segment.

Second, during the fourth quarter, the Board of Directors authorized a new share repurchase program of up to $150 million with an expiration date of December 31, 2025. This repurchase authorization, which commenced on January 1, 2024, replaced the prior authorization, which expired on December 31, 2023. We continue to view share repurchases as an important component to drive value for shareholders and as part of our balanced capital deployment plan, which also features organic investments to drive future growth and net debt reduction. Finally, as part of our ongoing effort to enhance ActiveDisclosure’s functionality, our Section 16 filing capabilities which were previously reported in the standalone File 16 offering have been integrated into ActiveDisclosure.

File 16 is a software solution used in the filing of beneficial ownership information mandated under SEC Section 16 and had full year 2023 revenue of approximately $9.4 million. We have updated the reporting of product level revenue details to reflect this change. Given File 16 has been historically comprised of both a subscription and a transactionally driven component, as we transition File 16 to a subscription-based model to align with ActiveDisclosure’s revenue model, we expect churn to be temporarily elevated. As a result of this transition, which will be more than offset by the benefits associated with a subscription-based offering, including long-term predictability. Now turning to our fourth quarter results. As Dan noted, we delivered solid results in a challenging environment, including consolidated year-over-year net sales growth, higher adjusted EBITDA and an increase in operating cash flow from last year’s fourth quarter.

We posted 8.2% organic growth in our Software Solutions net sales, led by record quarterly net sales in Venue, all while continuing to invest in evolving to a more recurring sales mix, aggressively managing our cost structure and being disciplined stewards of capital. On a consolidated basis, total net sales for the fourth quarter of 2023 were $176.5 million, an increase of $8.8 million or 5.2% on a reported basis and 5.4% on an organic basis from the fourth quarter of 2022. The increase in consolidated net sales was driven by higher Investment Companies Compliance and Communications Management segment net sales, primarily as a result of higher mutual fund special proxy activity in the quarter, as well as growth in total Software Solutions net sales, which combined to more than offset a modest year-over-year decline in event-driven capital markets transactional revenue and the impact of the eBrevia and EdgarOnline dispositions.

Fourth quarter adjusted non-GAAP gross margin was 59.8%, approximately 470 basis points higher than the fourth quarter of 2022, primarily driven by growth in Software Solutions net sales and the impact of cost control initiatives, partially offset by incremental investments to accelerate our transformation and lower capital markets transactional activity. Adjusted non-GAAP SG&A expense in the quarter was $64.2 million, an $11 million increase from the fourth quarter of 2022. As a percentage of net sales, adjusted non-GAAP SG&A was 36.4%, an increase of approximately 470 basis points from the fourth quarter of 2022. The increase in adjusted non-GAAP SG&A was primarily driven by an increase in selling expenses as a result of higher sales volumes, higher incentive compensation expense relative to last year’s fourth quarter, though full year incentive compensation expense remained flat to last year, and incremental transformation-related investments, partially offset by the impact of cost control initiatives.