Q4 2022 Donnelley Financial Solutions Inc Earnings Call

Speaker 2: Good morning. My name is Audra and I will be your conference operator today. At this time I would like to welcome everyone to the Donnelly Financial Solutions Fourth Quarter and full year 2022 Financial Results Conference.

Speaker 2: Today's conference is being recorded. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press the star key followed by the number 1 on your telephone keypad. If you would like to withdraw your question, please press star 1 again.

Speaker 2: At this time, I will turn the conference over to Mike Zhao, head of investor relations. Please go ahead.

Speaker 3: Thank you. Good morning everyone and thank you for joining Donnelly Financial Solutions fourth quarter and full year 2022 results conference call.

Speaker 3: This morning we released our earnings report, including a supplemental trending schedule of historical results.

Speaker 3: copies of which can be found in the investors section of our website at defense solutions.com

Speaker 3: During this call, we'll refer to forward-looking statements that are subject to risks and uncertainties.

Speaker 3: For complete discussion, please refer to the cautionary statements included in our earnings release.

Speaker 3: and further details in our most recent annual report on Form 10-K and other filings with the FCC.

Speaker 3: Further, we will discuss certain non-GAAP financial information, such as adjusted EBITDA and adjusted EBITDA margin. We believe the presentation of non-GAAP financial information provides you with useful supplementary information concerning the company's ongoing operations.

Speaker 3: and is an appropriate way for you to evaluate the company's performance.

Speaker 3: They are, however, provided for informational purposes only.

Speaker 3: Please refer to the earnings release and related tables for GAAP financial information and reconciliations of GAAP to non-GAAP financial information.

Speaker 3: I am joined this morning by Dan Lieb, Dave Gardella, Craig Clay, Eric Johnson, Floyd Shrimley and Cami Turner.

Speaker 3: I will now turn the call over to Dan.

Speaker 3: Thank you, Mike, and good morning, everyone.

Speaker 3: Our fourth quarter performance further demonstrated the resiliency of our operating model and the sustainability of our adjusted EBITDA margin performance.

Speaker 4: in a difficult operating environment.

Speaker 4: During the fourth quarter, we navigated a transaction market that remained very challenging.

Speaker 4: As a result of strong execution, we delivered an adjusted EBITDA margin of 23.4% in the quarter, despite capital markets transactional revenue being down nearly 50% from the fourth quarter of 2021.

Speaker 4: Consistent without performance throughout 2022, our fourth quarter adjusted EBITDA margin

Speaker 4: performance, which reflects our evolving sales mix, permanent changes to our cost structure, and continued cost discipline, is significantly higher than historical quarters with similar overall and transactional revenues.

Speaker 4: Our fourth quarter performance is a further validation of our strategy.

Speaker 4: as well as our proven ability to sustainably operate at a higher level of profitability across a range of market conditions.

Speaker 4: Dave will cover the fourth quarter results in more detail shortly.

Speaker 4: Reflecting on the full year of 2022, against the backdrop of the combination of market volatility, macroeconomic headwinds, and the rise in the global economy, the U.S. is

Speaker 4: and geopolitical uncertainty, we delivered strong four-year results.

Speaker 4: Despite capital markets' transactional revenue being down nearly $170 million or 41% for the year, we delivered $218.3 million of adjusted EBITDA and an adjusted EBITDA margin of 26.2%.

Speaker 4: Both of which are significantly higher than historical periods with similar overall quote.

Speaker 4: In fact, our full year 2022 Adjusted EBITDA and Adjusted EBITDA margin are each the second highest in the history of the company, exceeded only by the record results in 2021 that were driven by a much more robust transactions environment.

Speaker 4: Our focused execution to improve our sales mix and manage our costs in a disciplined manner has resulted in DFIN becoming fundamentally more profitable.

Speaker 4: Our strong profitability combined with robust cash flow generation.

Speaker 4: provided us with financial flexibility to increase organic investment in software development to drive growth.

Speaker 4: repurchase 4.7 million shares during the year, and end the year with non-GAAP gross and net leverage well below one times.

Speaker 4: In 2022, we made continued progress in our journey toward becoming a software-centric company.

Speaker 4: For the full year, we achieved record Software Solutions net sales of $279.6 million, an increase of approximately 4% from 2021, despite the negative impact of the weak transactional market on the venue our data room offering.

Speaker 4: Software Solutions Net Sales represented nearly 34% of our full-year net sales up from 27% of total net sales in 2021.

Speaker 4: Software sales comprising more than one third of our total sales in 2022 compared to just 14% of total sales in 2016 is a significant proof point of our transformation and sets us on the right path to achieve our goal of deriving 55 to 60% of total sales from software by 2026.

Speaker 4: The primary driver of full year software sales growth was the performance of our recurring compliance and regulatory driven software products.

Speaker 4: which in aggregate grew 11% versus full year 2021.

Speaker 4: These compliance software offerings, which include active disclosure and arc suite,

Speaker 4: continued to gain scale in 2022 and reached approximately $171 million in total net sales.

Speaker 4: representing approximately 61% of our overall software solutions net sales.

Speaker 4: to illustrate this progress.

Speaker 4: Total Compliance Software generated less than $70 million of net sales in 2016.

Speaker 4: Over the course of the last six years, through new product introductions such as new AD and our digital total compliance management.

Speaker 4: increased go-to-market investments.

Speaker 4: and expansion of our partner ecosystem, we have grown the compliance software platform by more than $100 million to $171 million today, which translates into an annualized growth rate of approximately 16%.

Speaker 4: The sustained level of double-digit growth in recurring compliance software is an important step in the transformation of our business mix.

Speaker 4: and financial profile to become more predictable and resilient.

Speaker 4: After disclosure, a key component of the compliance software offering, purpose-built for SEC reporting for corporations, grew 14% in 2022.

Speaker 4: I am pleased with Active Disclosure's recurring subscription revenue base, which grew 19% year-over-year, despite the impact of SPAC liquidations, which negatively impacted the growth rate in recurring subscription revenue.

Speaker 4: I am also pleased with the progress we made in 2022 to transition customers from our legacy AD3 platform.

Speaker 4: pleased with the progress we made in 2022 to transition customers from our legacy AD3 platform to new active disclosure.

Speaker 4: At the end of 2022, in less than two years since its launch, only approximately 15% of our ongoing client base remains on Legacy AB3, a significant milestone that has enabled

Speaker 4: to achieve higher price levels and longer-term commitments.

Speaker 4: resulting in strong annual recurring revenue.

Speaker 4: based on the strong progress we have made thus far.

Speaker 4: As of year end 2022, the cumulative subscription contract value sold on new active disclosure reached nearly $110 million.

Speaker 4: We remain on track to decommission Legacy 83 by the end of the first half of 2023, which will allow us to shed the duplicative costs associated with operating two platforms.

Speaker 4: Prior to that point, we expect to transition the majority of the remaining legacy AD3 customers onto the new Active Disclosure platform.

Speaker 4: As we've noted in the past, we expect our customer churn rate to be temporarily elevated, recognizing that we would not convert all our legacy AD3 customers to new active disclosure, and we have seen that play out in 2022.

Speaker 4: While the current impact is more than offset by price uplifts and longer-term contracts, we expect higher retention rates when we complete the transition in the first half of 2023, consistent with what we are experiencing on the new active disclosure operating.

Speaker 4: Overall, I am pleased with the progress we have made in driving toward a single active disclosure platform while at the same time creating a strong foundation for new active disclosure.

Speaker 4: ArcSuite, our market leading compliance software offering to mutual funds and other regulated investment companies.

Speaker 4: delivered solid full year net sales growth at 12% or 13% growth on a constant currency basis.

Speaker 4: I am encouraged by the solid subscription revenue growth across our ArcPro and Arc regulatory solutions.

Speaker 4: helping to more than offset a normalized demand profile for our digital total compliance management solution, which had a very strong adoption in 2021 following its introduction in response to regulatory change.

Speaker 4: ArcSuite possesses the characteristics of a best-in-class enterprise software operating.

Speaker 4: with a high component of recurring subscription revenue, which makes up nearly 90% of total revenue.

Speaker 4: as well as long-term contracts with average contract terms in excess of three years.

Speaker 4: Turning to our transactions driven software venue, which experienced tremendous growth last year as a result of a robust capital markets transaction environment.

Speaker 4: Compared to a very strong 2021, when venue sales were up 46% versus the prior year, full year 2022 venue sales were down 6%, performing significantly better than its primary use case M&A.

Speaker 4: With the global M&A market down over 20% year-over-year in 2022, the level of underlying activity taking place on our virtual data room platform remained resilient.

Speaker 4: Perhaps more significantly under a very challenging M&A environment, then you've delivered just under $100 million in net sales in 2022.

Speaker 4: For context, Venue's 2022 net sales were nearly 40% higher than net sales reported in 2019 and 2020 of $71 million and $72 million, respectively.

Speaker 4: Given the higher levels of transactional activity in both 2019 and 2020, venues growth is a great testament to our sales execution and market share gains.

Speaker 4: Overall, I'm encouraged by the performance of our Software Solutions portfolio in 2022 and believe both our recurring compliance and transactional software products are well positioned for the future.

Speaker 4: The progress we made throughout 2022 to scale our portfolio of recurring compliance software solutions

Speaker 4: combined with opportunities for new SEC regulations, which I touched upon previously, position us well to achieve our long-term goals. Let me highlight one of the regulatory tailwinds we see on the horizon.

Speaker 4: tailored shareholder reports, which we believe is a regulation that can unlock additional revenue opportunities for DFIN, both in terms of increased adoption of software solutions as well as higher consumption of PEC-enabled services within the investment companies segment.

Speaker 4: Late last year, the SEC released its final ruling on tailored shareholder reports, which has a compliance date of July 2024. The new regulation, which applies mutual funds and exchange traded funds, requires the creation and distribution of tailored reports that highlight key information.

Speaker 4: such as fund expenses, performance, and portfolio holdings on a semi-annual basis.

Speaker 4: These concise financial reports, which feature increased adoption of graphic and stylistic presentation, aim to make the information more effective for the average retail investor and will replace detailed disclosures being distributed today.

Speaker 4: This rule carries three important measures that directly impact the content creation and production requirements for our clients.

Speaker 4: First, the will requires the tailored shareholder report to be produced and filed at the share class level versus at the fund level where it's done today.

Speaker 4: With multiple share classes per fund on average, the new rule significantly increases the volume of reports a fund Has to create and distribute the shareholders Second, unlike the current form and CSR Reports which are filed only in Edgar HTML

Speaker 4: The regulation introduces IXBRL tagging, requiring the tailored shareholder reports to be IXBRL tagged, inserted into Form NCSR, and then filed.

Speaker 4: Third, the regulation requires a layered disclosure whereby the summary document is linked to a more comprehensive disclosure.

Speaker 4: The key changes introduced by this rule require new levels of automation and workflow along with industry specific technology, making the Deepin platform an excellent foundation for the industry solution.

Speaker 4: Specifically, new active disclosure was designed and built to integrate our ArcSuite capabilities to create a future state single platform for all compliant solutions serving corporations, mutual funds, exchange traded funds, and regulated insurance companies.

Speaker 4: The platform combines foundational and market-specific capabilities across composition, tagging, filing, and regulatory and financial reporting into a single platform.

Speaker 4: This platform, in conjunction with our deep domain service expertise, allows us to address clients' needs under the Taylor Shareholder Reports regulation.

Speaker 4: Finally, the requirements of this rule are a great fit for our digital distribution platform to support our clients with REB hosting, e-delivery, digital output, and distribution of required search.

Speaker 4: Tailored shareholder reports is just one of several new regulations that our clients turn to defend to help them operationalize.

Speaker 4: Pay versus performance, and as the ruling becomes more well-defined, the Financial Data Transparency Act are both good examples of this.

Speaker 4: We are excited by the opportunity presented by Taylor and shareholder reports, as well as other opportunities on the horizon for future regulatory changes.

Speaker 4: to expand the uses of our software and services as we assist our clients with their regulatory requirements.

Speaker 4: In addition to the progress we made toward becoming a software center company, I'd be remiss not to highlight the continued success we are having in improving the profitability of our investment company's compliance and communications management segment. Through a combination of exiting low margin contracts, aggressively managing the cost structure,

Speaker 4: and aligning our pricing with the value we deliver to clients, our 2022 adjusted EBITDA increased by over $20 million, nearly doubling what we delivered in 2021. Further, adjusted EBITDA margin more than doubled in 2022, increasing by more than 1,600 basis points to 29.1%.

Speaker 4: As further evidence, in 2020, adjusted EBITDA margin in this segment was approximately 6%.

Speaker 4: Before turning things over to Dave, I wanted to provide a quick update on our strategic priorities for this year. As I have stated previously, our strategy to be the market leading provider of regulatory and compliance solutions is unchanged.

Speaker 4: We remain committed to executing our strategy to support our clients as they navigate an increasingly complex regulatory and compliance landscape.

Speaker 4: In 2023, you can expect our primary focus to remain on accelerating our business mix shift by continuing to grow our recurring SaaS revenue base.

Speaker 4: while maintaining share in our core traditional businesses, including transactions.

Speaker 4: We will continue to invest in our regulatory and compliance software platform to ready ourselves to capitalize on the demand from future new regulations.

Speaker 4: continue to invest in our regulatory and compliant software platform to ready ourselves to capitalize on the demand from future new regulations and non-SEC use cases.

Speaker 4: In addition, we will continue to aggressively manage our costs and drive operational efficiencies.

Speaker 4: Finally, we will remain disciplined in the allocation of capital in order to maintain our financial flexibility to execute our strategy.

Speaker 4: I'm confident that if we do these things well in 2023, we will create increased value to all our stakeholders.

Speaker 4: our clients, employees and shareholders.

Speaker 4: 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 results and our outlook for first quarter. Dave?

Speaker 5: Thank you, Dan, and good morning, everyone.

Speaker 3: As Dan noted, we delivered strong fourth quarter adjusted EBITOM margin in the context of a very weak capital markets transactional environment.

Speaker 3: The volume of capital market steel activity remained substantially below last year's levels.

Speaker 3: as the market softness in the first three quarters of 2022 deteriorated further in the fourth quarter.

Speaker 3: In fact, the fourth quarter of 2022 had the fewest number of price IPOs and completed M&A transactions of any quarter in the year.

Speaker 3: Despite the very challenging demand environment, our focused efforts to execute our strategy have enabled Deafin to become fundamentally more profitable with adjusted EBITDA margins nearly 1,000 basis points higher compared to the fourth quarter of 2019, which had slightly higher levels of overall sales.

Speaker 3: and transactional sales. On a consolidated basis, net sales for the fourth quarter of 2022 were $167.7 million, a decrease of $65.1 million for 28% from the fourth quarter of 2021. The parts of our portfolio most leveraged to corporate transactions.

Speaker 3: Specifically, capital markets, transactional, and the venue data room businesses grow the vast majority of the year-over-year decline.

Speaker 3: In aggregate, capital markets transactional and venue data room revenue decreased $57 million, or 42% versus the fourth quarter of last year.

Speaker 3: Fourth quarter non-gap gross margin was 54.9%, approximately 550 basis points lower than the fourth quarter of 2021, primarily driven by lower sales volume and an unfavorable business mix, both related to lower capital markets transactional activity.

Speaker 3: partially offset by the impact of ongoing cost control initiatives and lower incentive compensation expense.

Speaker 3: Adjusted non-GAF SG&A expense in the quarter was $53.2 million, a $26.1 million decrease from the fourth quarter of 2021.

Speaker 3: The decrease in adjusted non-GAF SG&A is primarily driven by a reduction in selling expenses as a result of lower sales volume.

Speaker 3: lower incentive compensation expense, and the impact of ongoing cost control initiatives.

Speaker 3: As a percentage of net sales, adjusted 9GAP SGNA was 31.7%, a decrease of approximately 240 basis points from the fourth quarter of 2021. Our fourth quarter adjusted EBITDA was 39.3 million dollars, a decrease of 22 million dollars, from 35.9%.

Speaker 3: from the fourth quarter of 2021. Fourth quarter adjusted even that margin was 23.4%, a decrease of approximately 290 basis points from the fourth quarter of 2021, primarily driven by lower capital markets transactional and venue sales.

Speaker 3: partially offset by lower selling expenses as a result of lower sales volume.

Speaker 3: lower incentive compensation expense, and the impact of ongoing cost control initiatives. As we noted earlier, our fourth quarter adjusted EBITDA margin.

Speaker 3: is approximately 1,000 basis points higher than our historical margins.

Speaker 3: quarters with similar overall in transactional revenue.

Speaker 3: Our focused efforts to reduce fixed costs across the business and to variableize our cost structure in specific areas have positioned deepened to be more sustainable and resilient throughout market cycles.

Speaker 3: Turning now to our fourth quarter segment results, net sales in our capital market software solution segment with $43.4 million, a decrease of 14.2% from the fourth quarter of 2021.

Speaker 3: The decrease in that sales is primarily due to lower venue data and the disposition of Edgar Online.

Speaker 3: partially offset by the increase in our recurring compliance product active disclosure.

Speaker 3: In the fourth quarter, active disclosures recurring subscriptions revenue grew 6% while total revenue, which includes both subscriptions and services, grew 2%.

Speaker 3: As Dan commented earlier, we are nearing the end of client transitions from AD3 to new AD3.

Speaker 3: As the number of clients making the transition decreases, the amount of services revenue, part of which is related to customer migrations, declined in the fourth quarter.

Speaker 3: Additionally, the combination of SPAC liquidations...

Speaker 3: normal customer churn, and the ongoing weakness in IPO activity result in a modest decline in the number of customers on the platform.

Speaker 3: The decline in services revenue and impact of customer churn was more than offset by price increases on conversions in addition to new customer wins.

Speaker 3: Sales of our virtual data room offering venue were down 19.1% compared to the fourth quarter last year driven by a steep decline in M&A volume.

Speaker 3: robust M&A activity during the fourth quarter of 2021 resulted in record quarterly venue revenue creating a difficult year-over-year comparison.

Speaker 3: Similar to what we experienced in the first three quarters of this year, Venue performed better than the market trend of its primary use case, M&A, during the fourth quarter. With the global M&A market down nearly 40% on a year-over-year basis in the fourth quarter, we continue to be encouraged by the resiliency of Venue sales.

Speaker 3: Adjusted EBITDA margin for the segment was 21.2%, a decrease of approximately 210 basis points from the fourth quarter of 2021, primarily due to lower sales volume, and lower sales

Speaker 3: an unfavorable sales mix and a higher allocation of overhead costs, partially offset by lower selling expenses as a result of lower sales volume, lower incentive computation expense, and price uplift from new AD.

Speaker 3: Net sales in our capital markets compliance and communications management segment were $73.4 million, a decrease of $54 million for 42.4% from the fourth quarter of 2021, primarily driven by lower capital markets transactional activity, which accounted for approximately $52 million of the year-over-year sales decline in this segment.

Speaker 3: Similar to the trends we experienced in the first nine months of the year, the demand environment for equity transactions remained very challenging in the fourth quarter.

Speaker 3: Specifically, the IPO market remained frozen during the fourth quarter, with only three priced IPOs over $100 million taking place on U.S. exchanges compared to nearly 200 priced IPOs in the fourth quarter of 2021. The M&A market, while more resilient than the IPO market, is now in the mid-to-mid-20s.

Speaker 3: flowed sequentially from the third quarter and was down nearly 40% in the fourth quarter versus last year.

Speaker 3: Adjusted EBITDA margin for the segment was 31.9%, a decrease of approximately 950 basis points from the fourth quarter of 2021.

Speaker 3: The decrease in adjusted EBITDA margin was primarily due to the lower transactional sales, partially offset by lower selling expenses, lower incentive compensation expense, and cost savings initiatives.

Speaker 3: Net sales in our investment company software solution segment were $25.3 million, an increase of 9.1% from the fourth quarter of 2021. Excluding the negative impact of foreign exchange rates, net sales increased 10.8%.

Speaker 3: versus the fourth quarter of 2021. The year-over-year growth was primarily driven by subscription revenue in ARC Pro and ARC Regulatory, two products within our ARC Suite offering.

Speaker 3: Additionally, our digital or total compliance management offering delivered positive year over year sales growth in the quarter and improvement from the more normalized demand profile we saw in the first three quarters of the year following the initial adoption of the solution in 2021.

Speaker 3: Combined, our ArcSuite products delivered full year net sales growth of 11.7%, or 13.4%, including the negative impact of foreign exchange rates.

Speaker 3: As Dan mentioned earlier, ArcSuite is well positioned to capture additional demand from new regulations such as tailored shareholder reports.

Speaker 3: to further drive future revenue growth. Adjusted EBITDA margin for the segment was 36.8%, an increase of approximately 1,650 basis points from the fourth quarter of 2021.

Speaker 3: The increase in the adjustity with that margin.

Speaker 3: was primarily due to operating leverage on the increase in sales and lower incentive compensation expense, partially offset by higher product development and technology investments.

Speaker 3: Net sales in our investing companies compliance and communications management segment were $25.6 million, a decrease of 19% from the fourth quarter of 2021 as the impact of regulatory changes and a reduction of print sales related to contracts we proactively exited.

Speaker 3: We're partially offset by higher service-related revenue and price increases.

Speaker 3: Adjusted EBITDA margin for the segment was 21.5%, approximately 570 basis points higher than the fourth quarter of 2021. The increase in Adjusted EBITDA margin was primarily due to a favorable sales mix featuring more services and less print.

Speaker 3: price increases, and a reduction in overall expense within the segment based on the lower activity level in this segment. non-GAAP unallocated corporate expenses were $13.7 million in the quarter, a decrease of $8.9 million.

Speaker 3: in the fourth quarter of 2021, primarily driven by lower incentive compensation expense and the impact of ongoing cost control initiatives partially offset by an increase in expenses aimed at accelerating our transformation. Three cash flow in the quarter was $58.5 million.

Speaker 3: and taxes and favorable working capital.

Speaker 3: We ended the quarter with $169.2 million of total debt and $135 million of non-GAAP net debt, including $45 million drawn on our revolver.

Speaker 3: From a liquidity perspective, we had access to the remaining $255 million.

Speaker 3: of our revolver, as well as $34.2 million of cash on hand.

Speaker 3: As of December 31, 2022, our non-GAAP net leverage ratio was 0.6 times.

Speaker 3: Regarding capital deployment, we would purchase approximately 0.4 million shares of counted stock during the fourth quarter for $13.7 million and an average price of $37.27 per share.

Speaker 3: For the full year 2022, we repurchased approximately 4.7 million shares of common stock for $152.5 million at an average price of $32.21 per share.

Speaker 3: As of December 31, 2022, we had $124.3 million remaining on our $150 million stock repurchase authorization. flip didn't keep taking the customer while we tried to sh Programming as we farther through

Speaker 3: As always, we will remain disciplined on all future capital allocation decisions.

Speaker 3: As it relates to our outlook for the first quarter of 2023, we expect continued weakness in the trajectory of our transactional sales offerings.

Speaker 3: The transactional pieces of our business remain challenging to forecast, and though we are very well positioned,

Speaker 3: to secure the opportunities when market activity returns, we are planning for ongoing weakness in the near term.

Speaker 3: With that as the backdrop, we expect consolidated first quarter sales in the range of $180 million to $190 million and non-GAAP adjusted EBITDA margin of approximately 20%.

Speaker 3: As it relates to the full year, our 2023 operating plan includes incremental investment aimed toward accelerating our transformation. Our capital spending, which is predominantly related to development of our software products and underlying technology to support them.

Speaker 3: is projected to be approximately $60 million. A modest increase from the $54.2 million that we spent in 2022.

Speaker 3: In addition, our 2023 operating plan also includes approximately $25 million.

Speaker 3: in operating expense primarily related to additional product and technology investments, including system implementations, all of which are also aimed toward accelerating our transformation, enhancing revenue growth, and improving operating efficiencies.

Speaker 3: We expect these to impact each quarter equally throughout the year, and as with all investment decisions, we will remain disciplined and take a staged approach to ensure projects are generating returns at or above expected levels.

Speaker 3: We expect the benefit of these initiatives will pay off substantially beginning in 2024.

Speaker 3: With that, I'll now pass it back to Dan.

Speaker 4: Thanks, Dave. Our performance in 2022 serves as further proof that our strategic transformation is enabling DFIN to become more profitable, focused, and resilient.

Speaker 4: We executed well in a very challenging market environment, delivering solid financial results while continuing to invest in our aspiration of becoming a software-centric company.

Speaker 4: Well, it is difficult to predict the end of the current downturn in capital markets. Our Solid Financial Profile provides us with a foundation to continue to execute our strategic transformation.

Speaker 4: I am more excited about our future than ever.

Speaker 4: Before we open it up for Q&A, I'd like to thank the DFID employees around the world who have been working tirelessly to ensure our clients continue to receive the highest quality solutions.

Speaker 4: Now with that, we're ready for questions.

Speaker 2: Thank you. At this time, I would like to remind everyone in order to ask a question, press star, then the number one on your telephone keypad.

Speaker 2: We'll go first to Charles Strouser at CJS Securities.

Speaker 3: Good morning this is Stephanos Christ calling in for Charlie. Thanks for taking our questions.

Speaker 6: Thanks, Stephan.

Speaker 7: Can you just talk about your visibility in the software business and maybe just thoughts on the growth in the near term?

Speaker 4: Yeah, sure. This is Dan. I'll start off. Wait one minute.

Speaker 4: So if we look at our compliance offerings, there's great stability in terms of market demand that exists regardless of the economy in which we're operating. And so, as we mentioned, they've grown 16% or so.

Speaker 4: since we spun out on a compounded annual growth rate. And as we look forward long term, we're in that same teens rate. The one thing we talked about two things, one that is a bit of a headwind is with an active disclosure and the final.

Speaker 4: transition from AD3 on to new AD. So we think that's a bit of a headwind. And then the tailwind are some of the regulatory, new regulations I should say that will benefit us. And a lot of that benefit starts to occur towards, well, more prominently in 2024, there's potential that there's some benefit towards.

Speaker 4: So that will be impacted by how the M&A market is. But again, if you look at the spread, we've been doing well in a more challenging M&A environment.

Speaker 7: Got it, thank you. You mentioned the 60 million of CapEx on software, or sorry, total CapEx. Could you just break that down into how much is going to be on improving the software offerings?

Speaker 3: Yeah, Sentinel Assistance, Dave, substantially all of our CapExs around, you know, either specific to product development, and then there's a portion also the underlying IT that supports it. Thanks to Ian and Gustavo, Minister on that.

Speaker 3: Very little capital that goes outside the two technology areas there.

Speaker 7: Got it. Thanks so much.

Speaker 2: Thank you. We'll move next to Pete Heckman at VA Davidson.

Speaker 3: Good morning, gentlemen. A few quick questions. When you think about that increase in operating expenses, how would you quantify that in terms of basis points on EBITDA margins? You For theington pronunciant.

Speaker 3: Yeah, so Pete, I think you're referring to the, we noted about 25 million in some of that OPEX around accelerating the transformation. Roughly, you know, I'd say two-thirds of that is incremental on a year-over-year basis.

Speaker 3: And then, you know, some of it's probably in the base. And so, you know, I think the impact on overall margin or basis points is, you know, tough to gauge, I think. You know, depending obviously on what happens with the transactional market in 23.

Speaker 3: that amount will vary in terms of the impact it has on margin.

Speaker 3: Okay, all right, and then just the divestiture of Edgar Online. Was there any material level of revenue related to that subsidiary?

Speaker 8: It was insignificant.

Speaker 3: I think it was about a million and a half a quarter last year.

Speaker 8: about 5 million in total.

Speaker 3: Great. And then just lastly, you noted some of the SPAC liquidations. I mean, is there a way to think about that? And obviously, the final chapters haven't been written on some of the SPACs that are still looking for deals. But I guess, how are you thinking about maybe your best guess or best estimate in terms of

Speaker 3: the remaining crop of 2020-2021 SPACs.

Speaker 3: having success, finding and closing deals versus liquidating and about how much drag do you anticipate that would be on 2023 revenue?

Speaker 3: Yeah, sure. This is Craig Clay. I'll start. You know, SPAC IPOs have historically made up a small percentage of our transactional revenue. The bigger opportunity, as we've noted in the past, is the DSPAC. So Q4 had 71 SPACs announced their business combinations. It was the most.

Speaker 3: active quarter in 2022. There were 25 in December alone. So as you referenced, there were about 350 SPACs looking for their business combination according to DealLogic. These SPACs are valuing companies. They're seeking to take private at their lowest level since the boom began. So last year, the merger valuation fell to a certain extent.

Speaker 3: were trading at $10 or higher. And this poor market performance did cause a lot of scrutiny. It did have certainly the largest number of redemptions. So Q4 had 96%, which was the worst on record. But when you roll all that together, you have some quality.

Speaker 3: the yield teams that are still there, that are still looking. And we're optimistic that SPACs are going to continue to find their place in the capital market and it will be at a lower level than we saw.

Speaker 7: Okay. All right. And then it's a couple. Go ahead. The one thing I would add there is, you know, as it relates to the compliance business specific on AD, you know, we did see obviously in 21 a lot of the SPACs coming onto the platform.

Speaker 7: And then with some of the liquidations in 22 and lack of IPO in 22, our growth rate in AD was really moving up nicely in 21, obviously started to slow in 22 because of that impact.

Speaker 7: in addition to, as Dan mentioned earlier, transitioning the remainder of clients off of AD3. And so, we'll expect to see that continuing kind of softer trend in the first half of the year as everything kind of resets and then improving starting in the back half.

Speaker 3: Okay, so that's all I appreciate. To maybe provide some additional on the IPO side, you know, for the reasons you know too well, 2022, slowest year for IPO proceeds in 30 years. And it was dominated by real small deals. There were only 16 offerings.

Speaker 3: highly selective IPOs in the first half, but that could lead to a broader IPO issuance in the second half. And as you previously commented, you're encouraged by the pipeline of our in-profit fields and that times up demand for future transactions.

Speaker 3: We have a little tailwind with the new regulatory approval for direct listings without being limited to the price restriction. So this yet unused alternative could have a positive for the market and it's the same amount of work for DUSEN.

Speaker 3: So given all these steps our clients are taking to remain ready to go public, we know that they'll respond quickly when that market opens.

Speaker 2: Great, thanks. We'll take our next question from Raj Sharma at B. Riley Securities.

Speaker 3: Hi, thank you for taking my questions. I just wanted to understand on your guidance first quarter, can you give us just a little bit more visibility into what is the guidance building in for transactions and for software and from your pipeline that you have currently built?

Speaker 7: perspective specifically, we're expecting kind of the continued downward pressure, both sequentially and even year over year, I think transactional capital markets revenue last year was 51 million or so and so what we're expecting.

Speaker 7: you know, down again relative to that number. I think from a software perspective, again, I commented on AD. So, you know, slower growth in the first half and better growth in the second half as things reset.

Speaker 7: And then I think when you look at the software component within the GIC business, more a continuation of what we've been seeing over the last few quarters here. I'd also comment just from a margin perspective that Q1 is

Speaker 7: typically our lowest margin quarter. And again, given the pressure on transactional, we think in that 20% range or so is likely where we come out. Great, and then on the software piece.

Speaker 9: I know that you commented that this year and possibly longer term you're expecting mid-teens growth. How should we see that build up? There are headwinds. I'm watching right videos throughout this year.

Speaker 9: You commented that this year and possibly longer term you're expecting mid-teens growth. How should we see that build up? There are Edwin's

Speaker 9: So you should expect somewhere south of low to mid-teens in growth rate this year, but something picking up with your investments in 24. Is that the way to look into that?

Speaker 7: Yeah, and we've talked about this in the past.

Speaker 7: kind of a long range guidance on that and that mid-teen is meant to be exactly that. Certainly not going to be quarter to quarter or even year to year or product by product, right? But in aggregate, we would expect that mid-teen growth. And like you said, there's...

Speaker 7: Certain things that we're facing this year, you know, that what I alluded to on earlier on AD will be a headwind earlier in the year and then kind of resetting to a more normalized trajectory in the back half. You know, certainly Venue has done better than the broader M&A market, but given the lack of activity,

Speaker 7: in M&A and depending on how the year plays out on the transactional side, venue will be a function of what the M&A market does largely. And then you referenced some of the tailwinds and Dan talked about them earlier, specifically around Taylor shareholder reports, but that's more of a...

Speaker 7: second half 24 and then there's some other regulatory rules on the horizon that would be test.

Speaker 10: I can get it just off. Sorry.

Speaker 4: I guess, yeah. So I would just add and Dave hit it on the, you know, two thirds is compliance. Driven software one third is is a venue. And you know, if you just go back, I think the last few years are instructive as to. So.

Speaker 4: what the growth rates can look like with a tailwind of regulation. You know, back in 2021, we grew our software over double what our long-term target is. And obviously we had tailwinds and transactions there as well. But, you know, to Dave's point, there's a long-range guidance here because a third of it is less predictable.

Speaker 4: And then the two-thirds is more predictable and becoming a bigger part of the whole as we operate through cycles.

Speaker 9: Got it. And then just on print, what sort of a decline or flatlining are you expecting in certain revenues this year? Yeah, Raiz. I would say back to kind of the longer run.

Speaker 7: trend on print, you know, secular decline in the call it the 5% range or so, you know, some of that gets impacted by the transactional environment. You know, to the extent there are more or less transactions and printed documents going along with those. And then longer term, we would expect the same thing.

Speaker 7: The one caveat there would be to the extent that any of the future regulations, such as tailored shareholder reports, might require some incremental printing. That could possibly tweak the trend there as well.

Speaker 9: Great. And then just lastly on after online.

Speaker 9: Can you talk about, I know that you just mentioned the revenue impact was $5 million. Can you talk about the reason for the disposition and sort of how much was it disposed for? Do you already have that functionality now?

Speaker 9: in the other software pieces.

Speaker 7: Yeah, so at a high level, you know, declining business, it's not core to our compliance offering, was going to require some incremental, you know, pretty significant incremental investment to maintain it. And just so from an overall economic perspective, and you know, as we look at capital deployment.

You know, the combination of investing in a non-strategic declining asset, you know, just didn't make sense. And fortunately, we found a buyer, you know, albeit at a pretty low price, but I think relative to, you know, the alternatives there, it was a really good outcome for us.

Thank you again. I'll take my questions offline. Thank you. Thank you, Raj. Thanks, Raj.

And that does conclude the question and answer session. I would like to turn the call back over to Dan Lieb for any closing remarks.

Great, thank you. Appreciate everyone's time this morning and we'll look forward to connecting with you over the ensuing months. Thank you.

This concludes today's conference call. You may now disconnect.