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DFINsolutions.com This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN. © 2020 DFIN. All rights reserved. Investor Presentation AUGUST 2020 Investor Presentation NOVEMBER 2020

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Page 1: Title of presentation maximum two lines...2020/11/16  · THE DFIN STORY 3 Leader in SEC compliance & shareholder communications Comprehensive suite of growing software solutions Large

DFINsolutions.com

This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN.

© 2020 DFIN. All rights reserved.

Investor PresentationAUGUST 2020

Investor Presentation

NOVEMBER 2020

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2

FORWARD LOOKING STATEMENTS AND USE OF NON-GAAP FINANCIAL MEASURES

This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Donnelley Financial and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about Donnelley Financial management’s beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While Donnelley Financial believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Donnelley Financial’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from Donnelley Financial’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in Donnelley Financial’s periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in Donnelley Financial's Form 10-K for the fiscal year ended December 31, 2019, those discussed under “Cautionary Statement” in Donnelley Financial’s quarterly Form 10-Q filings, and in other investor communications of Donnelley Financial’s from time to time. Donnelley Financial does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations, given that it is not an indicator of business performance.

This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Donnelley Financial and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about Donnelley Financial management’s beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While Donnelley Financial believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Donnelley Financial’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from Donnelley Financial’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in Donnelley Financial’s periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in Donnelley Financial's Form 10-K for the fiscal year ended December 31, 2019, those discussed under “Cautionary Statement” in Donnelley Financial’s quarterly Form 10-Q filings, and in other investor communications of Donnelley Financial’s from time to time. Donnelley Financial does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations, given that it is not an indicator of business performance.

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THE DFIN STORY

3

Leader in SEC compliance & shareholder communications

Comprehensive suite of growing software solutions

Large base of recurring revenue with high customer retention

Market leading capital markets transactional business (IPOs, M&A)

Capital light business model, improving revenue mix, strong cash flow

75K2019 SEC

Filings

#1SEC Filing

Agent – Total Filings

$196MQ320 TTM

Software Sales

23%Software % of

total Q320 TTM sales

1.5xQ320 net leverage

$25MRepurchase authorization

$531MQ320 TTM sales from

recurring sources

61%2019 sales %

recurring sources

#1SEC Filing Agent

- Transaction Filings

$255MQ320 TTM

Capital Markets transactional filing sales

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DFIN AT A GLANCE

• DFIN assists private/public companies and investment firms with the creation, submission and distribution of regulatory filings

• In its transactional business, DFIN is a leader in assisting companies doing IPO’s, M&A transactions and debt offerings with prospectus creation, filing and printing needs

• DFIN has a strong portfolio of software solutions

- Venue: Virtual Data Room for M&A, equity and debt transactions

- FundSuiteArc: Investment company cloud-based content management platform

- ActiveDisclosure: Document tagging, collaboration and filing

What we do

Revenue breakdown (Q320 TTM)

• Capital Markets services corporate clients by providing digital document creation and online content management tools to support regulatory reporting for transactions (i.e. IPOs, M&A, and debt offerings) and re-occurring filings (i.e. 10K’s, 10Q’s, and proxies)

- CM Software Solutions: Venue, ActiveDisclosure, eBrevia

• Investment Companies services mutual funds, insurance companies and hedge funds – provides cloud-based tools for creating and filing high quality regulatory documents (i.e. Forms NMFP, N-PORT, N-CEN)

- IC Software Solutions: FundSuiteArc

Segment overview

Capitalization

Revenue by type Revenue by segment

4

Share price (11.4.20) $14.00 Shares outstanding 34 Market Capitalization $476 Net debt (Q320) 251 Enterprise Value $727

Q320 TTMRevenue $869EBITDA 165 Adj. FCF 71

$ in millions, except per share amounts

Transactional Filings30%

Compliance & Communications

46%

Software Solutions

23%

Other1%

CM-SS15%

CM-CCM45%

IC-SS8%

IC-CCM32%

Low ValuationEV / Q320 TTM EBITDA of ~4.4x and well below FinTech peers

CM-SS: Capital Markets Software SolutionsCM-CCM: Capital Markets Compliance & Communications ManagementIC-SS: Investment Companies Software SolutionsIC-CCM: Investment Companies Compliance & Communications Management

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A LEADER IN GLOBAL RISK AND COMPLIANCE

5

Recognized brand in the market

Well-positioned to help clients navigate the

changingregulatory

environment

Strong tech-enabled service

backbone; Product

transitioning to software

2,900 employees, 62 locations

globally, 13 countries

Blue Chip Client BaseStrong Brand with Global Reach

350+S&P 500 Clients

in 2019

750+Fortune 1000 Clients

in 2019

80%Of the top 50 global fund

complexes work with DFIN

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SEGMENT OVERVIEW

6

Capital Markets Investment CompaniesSoftware Solutions

Compliance & Communications

Management

Software Solutions

Compliance & Communications

Management

Revenue Type(s) Software Solutions Tech-enabled Services,

Print & Distribution Software Solutions Tech-enabled Services,Print & Distribution

Key Offerings

VenueActiveDisclosure

eBrevia

SEC Transactional Filings SEC Compliance Filings

Proxy Solutions

ArcSuiteArcDigital

ArcRegulatory

SEC Compliance Filings Proxy Solutions

Shareholder Communications

Business Profile Growth Mature Growth Mature

Q320 TTMRevenue $130M $394M $66M $284M

2016-Q320 TTM Revenue CAGR +8% -4% +13% -3%

Q320 TTM EBITDA Margin1

19.8% 35.5% 22.8% 7.0%

Near-term Business Focus

Invest in software offerings to grow recurring revenues & reduce services required

Maintain market leadership position in SEC filing, increase efficiencies

Invest in software offerings to grow recurring revenues,

review pricing/value capture with clients

Manage impact of SEC rules 30e-3 & 498a by reducing

printing capacity, increasing prices, exiting low profit

contracts

EBITDA does not include Corporate segment expense

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CAPITAL MARKETS BUSINESS OVERVIEW

7

IPO PUBLIC COMPANY GROWTH / M&APRIVATE COMPANY

Artificial intelligence driven contract analytics

Streamlined audit, SOX and control process

A/R proxy design, SEC

filings & printing

Collaborate on formal and / or informal documentation

Secure workspace for due diligence, capital raisingand storage

Seamlessly link Excel to Word

Private Company

Venue

ActiveDisclosure®

Due diligence

IPO

Venue Due diligence

EDGAR Filings S-1

DFIN File16 Forms 3, 4 & 5

Composition,Printing IPO & prospectus

Growth

Venue Transactions & M&A

EDGAR Filings 10-K, 10-Q, Section 16, S-4 & 144A

Composition & Printing S-3, S-4 & 144A

ActiveDisclosure 10-K, 10-Q & other SEC filings

XBRL Reporting 10-K, 10-Q & other registration statements

Public Company

Venue Corporate repository

Composition & Printing

10-K, 10-Q & other SEC filings

Active Disclosure

10-K, 10-Q & other SEC filings

XBRL Reporting

10-K, 10-Q & registration statements

Proxy End-to-end proxy solutions

Investor communication, annual & special meeting

tabulation, and virtual annual meetings

• DFIN provides a comprehensive suite of products and services to assist clients with disclosure obligations including the creation, management and delivery of accurate and timely financial communications

• Software and Tech-enabled Solutions:– Venue: Virtual data room– eBrevia: Industry leading cloud-based contract analysis tools– ActiveDisclosure: Cloud based tool used for the creation of financial disclosures– EdgarOnline: SEC filings with data extraction of financial data with flexible API– Traditional Support: On-site, remote transaction / compliance support and filing– Proxy Solutions: End-to-end proxy solutions for public companies

Business Description

Software25%

Compliance26%

Transactional Filing49%

Q320 TTM Revenues by Type

Software Solutions

25%

Compliance & Communications

Management75%

Q320 TTM Revenues by Segment

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1Other includes healthcare and other commercial printing

Software19%

Compliance & Cummunications

75%

Other2%

Transactional4%

Q320 TTM Revenues by Type

INVESTMENT COMPANIES OVERVIEW

8

• DFIN supports the creation, automation and distribution of regulatory disclosure and shareholder communications for mutual funds, alternative investment funds, investment-insurance companies.

• Software and Tech-enabled Solutions:– ArcPro – Investor/compliance document creation and content management tool – ArcReporting – Financial Reporting platform, streamlines data-gathering and reporting processes– ArcDigital – Multi-channel content distribution platform– ArcRegulatory/ ArcFiling – European regulatory platform, domestic US regulatory filing solution

– Traditional Support: On-site, remote transaction / compliance support and filing– Proxy Solutions: End-to-end proxy solutions for fund companies

Software Solutions

19%

Compliance & Communications

Management81%

Q320 TTM Revenues by Segment

1

DFIN’s End-to-End Technology Solution Ecosystem

8

ArcReporting ArcDigital

ArcPro ArcFiling/ ArcRegulatory

FundSuiteArc

Business Description

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STRONG MARKET POSITION WITH OPPORTUNITIES FOR GROWTH

9

#1 U.S. Transactional Filer (Capital Markets)

#1 U.S. Compliance Filer (Capital Markets)

#2 Compliance Filing software (ActiveDisclosure)

#3 Virtual Data Room software (Venue)

#1 U.S. Compliance Filer (Investment Markets)

#1 Content Management software (FundSuiteArc)

#1 International Capital Markets

Unparalleled Expertise

35 years in Financial Services

Experts located and available across the

globe

SEC filing specialists

World-class capabilitiesProprietary composition, filing

and tagging technology

End-to-End solutions developed by industry leading engineering

Strong client relationships

Public companies

Private Companies

Investment Companies

Growth Drivers – Capital Markets Growth Drivers – Investment Companies• Grow share in corporate SEC compliance software with

ActiveDisclosure; Create complimentary partnership ecosystem

• Extend the relevance and breadth of Venue use cases; Shift toward enterprise model over time

• Drive Venue & eBrevia sales by capitalizing on demand for contract analytics solutions and other deal workflow solutions

• Replace manual compliance and communications processes within investment companies with FundSuiteArc to acquire new clients

• Increase wallet share within existing client base, by driving FundSuiteArc adoption across multiple workflows and fund types

• Provide Global Regulatory Platform to initially solve for EU PRIIPs requirements; Expand to new use cases

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Product Description

Provides a secure workspace for due

diligence, capital raising and document repository

Allows firms to collaborate, tag, validate and file to the SEC efficiently. Finalize a 10-K or prepare for an IPO

and file your S-1 with unmatched accuracy

Utilizes artificial intelligence, including machine learning

and natural language processing to extract data

from contracts for due diligence, analysis and

lease abstraction

Provides a single platform to manage content and

create, review and publish critical disclosures

Q320 TTM Revenue ~$70M ~$41M <$5M ~$67M

Competition Intralinks (SS&C)Datasite (Merrill)

Workiva, Certent,Bridge (Merrill)

Seal Software, Kira, Luminance, RAVN

Confluence, Workiva, ToppanMerrill, Appatura, Kneip, Kurtosys, FilePoint

GROWING SOFTWARE PORTFOLIO

101 Q320 TTM software revenue also includes approximately $13M in other software solutions revenue from offerings such as EdgarOnline, File 16 and InfoInvest

Approaching $200mm in annual revenue derived from software & related services1

Capital Markets Investment Companies

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LONG-TERM OBJECTIVES (2020 – 2024)

11

Revenue Post 30e-3 impact in 2021, mix shift should enable overall revenue growth

Operating Objective Financial TargetMetric

Software Grow Software sales 10%+ annually Software becomes 44% of revenue by 2024

EBITDA Expand EBITDA margins 75 bps annually EBITDA margins reach ~20% by 2024

Earnings per share Grow Adj. EPS at 15% CAGR annually through 2024

Free cash flow Continuous growth in EBITDA, while carefully managing CapEx & working capital

Return to low single digit growth following 2021 30e-3 revenue impact

Continue to grow Software Solutions revenue base at high incremental margins

Continue to drive out cost and shed lower profit offerings

Continue growing EBITDA while reducing debt to drive lower interest expense

Generate ~$75M of free cash flow in 2024

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SEC RULE 30E-3 IMPACT ON INVESTMENT COMPANIES SEGMENT

12

Estimated Financial impact from SEC Rules 30e-3 & 498a

• Estimated Sales impact: Sales reduction of $130 million to $140 million starting in January 2021

• Estimated EBITDA impact: EBITDA reduction of $5 - $10 million starting in January 2021; Revised down from previous estimate of $10 -$15 million in Q2’20

• Estimated FCF impact: Immaterial to 2021. Freed up working capital offsets restructuring charges & after-tax impact of EBITDA reduction

• DFIN is using these regulatory changes as a catalyst to accelerate its shift away from lower-margin print and distribution offerings toward software solutions and tech-enabled services offerings

• In conjunction with the specific planning for 30e-3/498a, DFIN has also reviewed its remaining print and distribution offerings and is in the process of exiting several print-focused contracts and business lines

Description of SEC Rules 30e-3 & 498a

• SEC Rules 30e-3 and 498a provide certain registered investment companies and variable annuity providers with an option to electronically deliver shareholder reports and other materials rather than providing such reports in paper

• Investors who prefer to receive reports in paper can continue to receive them in that format

• Ruled 30e-3 & 498a will be effective starting on January 1st 2021

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30e-3/498a revenue decline in 2021$130M - $140M; EBITDA decline $5M -

$10M

Sustained positive organic revenue growth starting at some point in 2022

Print revenue makes up all of the revenue declines

since 2016; Expect software growth in $’s to outpace

print losses starting in 2022

BUSINESS MIX SHIFT WILL DRIVE SHAREHOLDER VALUE

Evolution of DFIN’s Revenue1 Mix

Business is transitioning toward higher-margin software & tech-enabled services

Revenue mix becomes more profitable and recurring over time as we continue to layer on new software customers at high incremental

margins

Improving the business mix

135 156 179 189 196374

395 405 398 365 386

306

385 373 351 321 292 170

0

250

500

750

1,000

2016 2017 2018 2019 Q320TTM

2024 E

Software Solutions Tech-enabled Services Print & Distribution

$ millions

EBITDA2 Growth on Stable Revenues Through Mix Shift & Cost Controls

137163 151 137

165 165

14.9%

17.4% 16.4%15.7%

18.9% 20.0%

0%

5%

10%

15%

20%

25%

0

40

80

120

160

200

240

2016 2017 2018 2019 Q320TTM

2024E

EBITDA (Pro forma) EBITDA Margin (Pro Forma)

$ millions

Q416 to Q320CAGR

(7.1%)

(0.6%)

10.5%

1. Excludes Language Solutions (otherwise As Reported)

2. Excludes Language Solutions and EBITDA adjustments in 2016 (and into 2017 T4Q) for under-allocations of cost in the pre-spin time period, dis-synergies associated with the spin-off and change in pension accounting

3. All estimates assume no impact from potential M&A activity or share repurchases

Revenue Mix FY16 FY17 TY18 FY19 Q320 TTM

FY24

Print & Distribution 42% 40% 38% 37% 33% 20%

Tech-enabled Services 43% 43% 43% 42% 44% 36%

Software Solutions 15% 17% 19% 22% 23% 44%

13

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SHAREHOLDER VALUE CREATION

14

$875M

2019

Revenue

$137MEBITDA

$35MAdj. FCF

~$850M

2024E

~$165M

~$75M

Software growth + cost cutting drive margin improvement

$283MNet debt ~($30M)

Software to be 44% of revenue by 2024 driven by 10%+ CAGR

EBITDA growth, declining interest exp, lower CapEx & w/c drive FCF growth

Growing free cash flow helps the company de-lever

Cumulative free cash flow generated 2019 - 2024: ~$330 million

All estimates assume no impact from potential M&A activity or share repurchases

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3.6x

1.8x

3.4x

1.5x

0.0x

1.0x

2.0x

3.0x

4.0x

2016 Q3'20

Gross Leverage Net Leverage

CAPITAL DEPLOYMENT AND LEVERAGE

15

Year-end Gross and Net Leverage

• Delivered on post-spin commitment to reduce leverage; Q3’20 net leverage of 1.5x, down from 3.4x at year-end 2016

• Actively managing portfolio of assets;$120 million in cash generated from assets sales since 2016

• Investment in technology/software to drive profitable growth; Targeting internal investment opportunities generating returns in the mid- to high-teens; hurdle rate adjusted for execution risk

• Capital expenditures for 2020 expected to be approximately $35 million; expect capital spending to remain between 4% - 5% of revenue

• Pursue selective strategic relationships and acquisitions to expand service offerings and broaden market reach

• M&A activity potentially replaces a portion of capital spending over timeM&A and

Partnerships

Capital Expenditures

Leverage & Liquidity

Return of Capital

• Revolving credit agreement allows for $30 million aggregate restricted payments1, including dividend payments of up to $20 million

• $25 million share repurchase program approved in Q1’20; 2020 YTD repurchases of 1 million shares for $8.9 million at an average price of $8.43 per share

1$30 million in aggregate restricted payments is the minimum allowed and can build based on performance

Opportunity to further reduce interest expense by refinancing remaining $234mm of 2024 notes callable in 2021 that carry an 8.25% coupon rate

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WHY INVEST IN DFIN?

16

Targeting ~$75M of free cash flow by 2024, which implies a ~16% FCF yield

Market data as of 11/4/2020.Reconciliation of Adjusted Free Cash Flow on Slide 21All estimates assume no impact from potential M&A activity or share repurchases

Software

Free cash flow

Business mix shift

Shareholder-focused

Approaching $200mm of software sales expected to grow at a double-digit rate annually

Healthy EBITDA margins, low CapEx, declining interest expense are driving strong FCF

Growth of high-margin software is offsetting declining low-margin print services

Divesting non-core assets. Consistently reducing expenses. Repurchasing shares & debt

Low valuationEV/Q320 TTMEBITDA: ~4.4Q320 Adjusted FCF yield: ~15%

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Third-Quarter 2020 Overview

17

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COVID-19 UPDATE

18

Focus on health & safety, supply continuity and

operational capabilities

Resilient business model, prompt action and financial liquidity

• Activated business continuity plan focused on the health and safety of employees and clients early in Q1’20

• Implemented work from home policies in mid-March, cancelled all travel and conference hosting

• Continuing to operate as an essential business. All production and distribution facilities are fully operational

• In manufacturing facilities, we are conducting temperature monitoring, distancing within and between shifts, and implementing disinfecting protocols in line with guidelines from the CDC and World Health Organization

• 60%+ of revenue is recurring; companies/funds are still required to comply with SEC filing requirements

• The transactions market rebounded in Q3’20 as market conditions improved; virtual IPOs have gained acceptance

• Aggressively managing cost structure to mitigate some of COVID-19’s impact to the bottom line

• Lowered anticipated 2020 CapEx expectations by approximately $5 million in Q1’20

• Exited Q3’20 with net leverage of 1.5x (down 1.0x year over year), current covenants allow up to 3.75x

• Total available liquidity at September 30, 2020 is ~$280 million

• Cash conversion improvement efforts in place,Q3’20 YTD free cash flow up ~$67 million from prior year

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THIRD-QUARTER 2020 HIGHLIGHTS

19

• Q3 2020 revenues of $209.5 million, featuring stronger than anticipated capital markets transactional activity

• Q3 2020 software solutions net sales of $51.1 million, up nearly 10% YoY; software solutions accounted for 24.4% of total third-quarter 2020 net sales, up 60 basis points as a percentage of total in Q3 2019

• Q3 2020 Adjusted EBITDA of $47.6 million, up $16.5 million, or 53.1%, from Q3 2019; Adjusted EBITDA margin of 22.7%, up 680 bps from Q3 2019, due to focus on cost control initiatives, higher sales volume and improved business mixQ2 2020 OCF improved $15.3 million, or 25.0%, from Q3 2019

• Q2 2020 FCF improved $15.4 million, or 29.5% from Q3 2019

Financial Highlights Business highlights• All-time record quarterly software revenues of $51.1 million in Q3 2020;

growth rate returns to closer to historical levels

• Total debt down $72.2 million from Q3 2019; net leverage of 1.5x at quarter end, down 1.0x from the prior year

• Repurchased approximately 444,000 shares of its common stock during the quarter for $5.1 million at an average price of $11.54 per share

• DFIN remains on track to execute its manufacturing platform optimization in 2021; reaffirms its revenue and EBITDA impact estimates

• Better than expected transactional revenues in Compliance & Communications Management, as transactional activity continued to accelerate after initial pick up in June

• Quarterly Software Solutions revenue growth of ~8% YoY; M&A activity late in the quarter drives Venue activity, while influx of IPOs provide lift for ActiveDisclosure

• DFIN awarded an initial contract to develop a prototype application for the FDIC leveraging its eBrevia AI technology

• Venue team announced a first-of-its-kind Data Privacy Assessment tool for our virtual data room offering

• Quarterly Software Solutions revenue growth of ~13% YoY; new fund activity from existing clients increases; ArcDigital gaining traction and provides a revenue lift one quarter out from introduction

• DFIN signs largest ever software contract in the company’s history in the third quarter. This multi-year contract further deepens a key Investment Companies’ customer relationship and represents an expansion of their end-investor financial reporting capabilities on a global basis leveraging our ArcReporting solution

Capital Markets – Segment Highlights Investment Companies – Segment Highlights

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195.9 209.5

Q3 2019 NetSales

SoftwareSolutions

Tech-enabledservices

Print andDistribution

Q3 2020 NetSales

$13.6$20.6

($11.5) $4.5

THIRD-QUARTER 2020 REVENUE SUMMARY

20

Net sales summary

Third-Quarter Revenue Mix

$ millions Q3 2019 Q3 2020 Δ

Software Solutions $46.6 $51.1 9.7%

Tech-enabled services 83.9 104.5 24.6%

Print and Distribution 65.4 53.9 -17.6%

Total Net Sales $195.9 $209.5 6.9%

Supplemental Revenue Detail

Δ: % Change

Software solutions include: Venue, FundSuiteArc, ActiveDisclosure, File 16 and eBrevia

Tech-enabled services includes: Document composition, XBRL tagging and Fulfillment

Product includes: Printing, Materials and Postage/Freight

Rev

enue

by

Segm

ent

Rev

enue

by

Type

$ millions

Organic Growth: 6.7%Print 33%

Tech-enabled Services

43%

Software24%

Q3 2019

195.9 209.5

Q3 2019 NetSales

CM SoftwareSolutions

CMCompliance

IC SoftwareSolutions

ICCompliance

Q3 2020 NetSales

$13.6$2.6 $13.9 $1.9

($4.8)

Print 26%

Tech-enabled Services

50%

Software24%

Q3 2020

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$ millions Full year

2018 2019

1 2019 includes $10mm in taxes and fees related to the 2019 sale of our Secaucus, NJ property2 2019 includes $8mm related to the 2018 gain on the sale of the Language Solutions business3 Defined as Account Receivable plus Inventory less Account Payable

• Interest expense for 2020 expected to be approximately $25 million; expect interest expense to decrease as we continue to de-lever

• Capital spending for 2020 expected to be approximately $30 million; longer term we expect annual CapEx to moderate down towards 4% - 5% of sales

• Cash restructuring will be higher than normal in 2020 in preparation for the impacts of SEC rules 30e-3/498a; expected to be in a range of $5 to $10 million over the next few years as we continue to rationalize our cost structure

• Efforts underway to improve Controllable Working Capital3, focused primarily on receivables, which we anticipate will provide benefits to free cash flow in 2020, tracking to sales growth thereafter

• Pension contributions to remain approximately $2 million per year

21

Non-GAAP Adjusted EBITDA $154.9 $136.6

Cash interest (34.4) (31.6)

Cash taxes (9.3) (9.8)

Cash restructuring (5.8) (7.7)

Pension contributions (1.9) (1.0)

Working capital & other (12.4) (14.1)

Operating Cash Flow (adjusted) $91.1 $72.4

Capital Spending (adjusted) (37.1) (37.8)

Free Cash Flow (adjusted) $54.0 $34.6

Spin-off related transaction expenses (15.8) 0.4

Taxes & fees - Secaucus sale1 - (10.0)

Taxes & fees - Language Solutions sale2 (9.0) (8.3)

Digital print equipment CapEx - (7.0)

Payroll Tax Deferral (CARES Act) - -

Income Tax Deferral (CARES Act) - -

Free Cash Flow (as reported) $29.2 $9.7

Free cash flow considerations

Q3

2019 2020

$31.1 47.6

(2.3) (0.8)

(6.4) (11.2)

(5.4) (4.1)

(0.4) (0.2)

44.5 51.0

$61.1 $82.3

(8.9) (8.8)

$52.2 $73.5

- -

- -

- -

- -

- 2.4

- (8.2)

$52.2 $67.7

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THIRD-QUARTER 2020 CASH FLOW SUMMARY

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Appendix

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SEGMENT FINANCIAL INFORMATION

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SEGMENT FINANCIAL INFORMATION

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GAAP TO NON-GAAP RECONCILIATIONS

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GAAP TO NON-GAAP RECONCILIATIONS

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2019 GAAP TO NON-GAAP RECONCILIATIONS

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2019 GAAP TO NON-GAAP RECONCILIATIONS

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DFIN INVESTOR RELATIONS

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Justin Ritchie SVP Investor RelationsEmail: [email protected]

Contact Information

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