Donnelley Financial Solutions Inc

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. 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 one on your telephone keypad. If you would like to withdraw your question, please press star one again. At this time, I'd like to turn the conference over to Mike Zhao, head of investor relations. Please go ahead.

Thank you. Good morning, everyone, and thank you for joining Donnelly Financial Solutions' fourth quarter and full year 2022 results conference call. This morning, we released our earnings report, including a supplemental trending schedule of historical results, copies of which can be found in the investor section of our website, at DFINSolutions.com. During this call, we'll refer to forward-looking statements that are subject to risks and uncertainties. For a complete discussion, please refer to the cautionary statements included in our earnings release and further details in our most recent annual report on Form 10-K and other filings with the SEC. Further, we will discuss certain non-GAAP financial information, such as adjusted EBITDA and adjusted EBITDA margins, We believe the presentation of non-GAAP financial information provides you with useful supplementary information concerning the company's ongoing operations and is an appropriate way for you to evaluate the company's performance. They are, however, provided for informational purposes only. Please refer to the earnings release and related tables for GAAP financial information and reconciliations of GAAP to non-GAAP financial information. I am joined this morning by Dan Lieb, Dave Gardella, Craig Clay, Eric Johnson, Floyd Strimling, and Cami Turner.

I will now turn the call over to Dan.

Thank you, Mike, and good morning, everyone.

Our fourth quarter performance further demonstrated the resiliency of our operating model and the sustainability of our adjusted EBITDA margin performance in a difficult operating environment. During the fourth quarter, we navigated a transactions market that remained very challenging. 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. Consistent with our performance throughout 2022, our fourth quarter adjusted EBITDA margin 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. Our fourth quarter performance is a further validation of our strategy, as well as our proven ability to sustainably operate at a higher level of profitability across a range of market conditions. Dave will cover the fourth quarter results in more detail shortly. Reflecting on the full year of 2022, against the backdrop of the combination of market volatility, macroeconomic headwinds, and geopolitical uncertainty, we delivered strong full-year results. 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%, both of which are significantly higher than historical periods with similar overall and transactional revenues. 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 we're driven by a much more robust transactions environment. Our focused execution to improve our sales mix and manage our costs in a disciplined manner has resulted in DFIN becoming fundamentally more profitable. Our strong profitability combined with robust cash flow generation provided us the financial flexibility to increase organic investment in software development to drive growth, We purchased 4.7 million shares during the year and end the year with non-GAAP growth and net leverage well below one times. In 2022, we made continued progress in our journey toward becoming a software-centric company. 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. Software Solutions net sales represented nearly 34% of our full year net sales, up from 27% of total net sales in 2021. 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. The primary driver of full-year software sales growth was the performance of our recurring compliance and regulatory-driven software products, which in aggregate grew 11% versus full-year 2021. These compliance software offerings, which include Active Disclosure and ArcSuite, continued to gain scale in 2022 and reached approximately $171 million in total net sales, representing approximately 61% of our overall software solutions net sales. To illustrate this progress, total compliance software generated less than $70 million of net sales in 2016. Over the course of the last six years, Through new product introductions, such as new AD and ArcDigital total compliance management, increased go-to-market investments, 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%. The sustained level of double-digit growth in recurring compliance software is an important step in the transformation of our business mix and financial profile to become more predictable and resilient. Active Disclosure, a key component of the compliance software offering, purpose-built for SEC reporting for corporations, grew 14% in 2022. 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. I am also pleased with the progress we made in 2022 to transition customers from our legacy AD3 platform to new active disclosure. At the end of 2022, and less than two years since its launch, only approximately 15% of our ongoing client base remains on legacy AD3, a significant milestone that has enabled us to achieve higher price levels and longer-term commitments, resulting in strong annual recurring revenue. Based on the strong progress we have made thus far, as of year-end 2022, the cumulative subscription contract value sold on new active disclosure reached nearly $110 million. 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. Prior to that point, we expect to transition the majority of the remaining legacy AD3 customers onto the new active disclosure platform. 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. 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 offering. 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.

ArcSuite,

Our market-leading compliance software offering to mutual funds and other regulated investment companies delivered solid full-year net sales growth at 12% or 13% growth on a constant currency basis. I am encouraged by the solid subscription revenue growth across our ARC Pro and ARC regulatory solutions, helping to more than offset a normalized demand profile for ARC Digital total compliance management solution, which had a very strong adoption in 2021 following its introduction in response to regulatory change. ArcSuite possesses the characteristics of a best-in-class enterprise software offering, with a high component of recurring subscription revenue, which makes up nearly 90% of total revenue, as well as long-term contracts with average contract terms in excess of three years. Turning to our transactions-driven software venue, which experienced tremendous growth last year as a result of a robust capital markets transaction environment. 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. 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. Perhaps more significantly, under a very challenging M&A environment, Venue delivered just under $100 million in net sales in 2022. 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. Given the higher levels of transactional activity in both 2019 and 2020, Venu's growth is a great testament to our sales execution and market share gains. 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. The progress we made throughout 2022 to scale our portfolio of recurring compliance software solutions, combined with opportunities from 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, 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 tech-enabled services within the investment company segment. 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 to mutual funds and exchange-traded funds, requires the creation and distribution of tailored reports that highlight key information such as fund expenses, performance, and portfolio holdings on a semiannual basis. 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. This rule carries three important measures that directly impact the content creation and production requirements for our clients. First, the rule 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. With multiple share classes per fund on average, the new rule significantly increases the volume of reports a fund has to create and distribute to shareholders. Second, Unlike the current Form NCSR reports, which are filed only in Edgar HTML, the regulation introduces iXBRL tagging, requiring the tailored shareholder reports to be iXBRL tagged, inserted into Form NCSR, and then filed. Third, the regulation requires a layered disclosure, whereby the summary document is linked to a more comprehensive disclosure. The key changes introduced by this rule require new levels of automation and workflow along with industry-specific technology, making the DFIN platform an excellent foundation for the industry solution. Specifically, new active disclosure was designed and built to integrate our ArcSuite capabilities to create a future state single platform for all compliance solutions serving corporations, mutual funds, exchange-traded funds, and regulated insurance companies. The platform combines foundational and market-specific capabilities across composition, tagging, filing, and regulatory and financial reporting into a single platform. This platform, in conjunction with our deep domain service expertise, allows us to address clients' needs under the Taylor Shareholder Reports Regulation. Finally, the requirements of this rule are a great fit for our digital distribution platform to support our clients with web hosting, e-delivery, digital output, and distribution of required reports. Tailored Shareholder Reports is just one of several new regulations that our clients turn to DFIN to help them operationalize. Pay versus performance, and as the ruling becomes more well-defined, the Financial Data Transparency Act, are both good examples of this. We are excited by the opportunity presented by Tailored Shareholder Reports as well as other opportunities on the horizon for future regulatory changes to expand the uses of our software and services as we assist our clients with their regulatory requirements. In addition to the progress we made toward becoming a software-centric 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 segments. Through a combination of exiting low margin contracts, aggressively managing the cost structure, 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%. As further evidence, in 2020, adjusted EBITDA margin in this segment was approximately 6%. 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. We remain committed to executing our strategy to support our clients as they navigate an increasingly complex regulatory and compliance landscape. 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 while maintaining share in our core traditional businesses, including transactions. We will continue to invest in our regulatory and compliance software platform to ready ourselves to capitalize on the demand from future new regulations and non-SEC use cases. In addition, we will continue to aggressively manage our costs and drive operational efficiencies. Finally, we will remain disciplined in the allocation of capital in order to maintain our financial flexibility to execute our strategy. I'm confident that if we do these things well in 2023, we will create increased value to all our stakeholders, our clients, employees, and shareholders. 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? Thank you, Dan, and good morning, everyone. As Dan noted, we delivered strong fourth quarter adjusted EBITDA margin in the context of a very weak capital markets transactional environment. The volume of capital markets deal activity remained substantially below last year's levels as the market softness in the first three quarters of 2022 deteriorated further in the fourth quarter. In fact, the fourth quarter of 2022 had the fewest number of priced IPOs and completed M&A transactions of any quarter in the year. Despite the very challenging demand environment, our focused efforts to execute our strategy have enabled DFIN 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 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, or 28% from the fourth quarter of 2021. The parts of our portfolio most leveraged to corporate transactions, specifically capital markets, transactional, and the venue data room businesses, drove the vast majority of the year-over-year decline. In aggregate, capital markets, transactional, and venue data room revenue decreased $57 million, or 42%, versus the fourth quarter of last year. Fourth quarter non-GAAP 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, partially offset by the impact of ongoing cost control initiatives and lower incentive compensation expense. Adjusted non-GAAP SG&A expense in the quarter was $53.2 million, a $26.1 million decrease from the fourth quarter of 2021. The decrease in adjusted non-GAAP SG&A is primarily driven by a reduction in selling expenses as a result of lower sales volume, lower incentive compensation expense, and the impact of ongoing cost control initiatives. As a percentage of net sales, adjusted non-GAAP SG&A 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, a decrease of $22 million, or 35.9% from the fourth quarter of 2021. Fourth quarter adjusted EBITDA 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, partially offset by lower selling expenses as a result of lower sales volume, lower incentive compensation expense, and the impact of ongoing cost control initiatives. As we noted earlier, our fourth quarter adjusted EBITDA margin is approximately 1,000 basis points higher than our historical margins in quarters with similar overall and transactional revenue. Our focused efforts to reduce fixed costs across the business and to variabilize our cost structure in specific areas have positioned DFIN to be more sustainable and resilient throughout market cycles. Turning now to our fourth quarter segment results, net sales in our capital market software solution segment were $43.4 million, a decrease of 14.2% from the fourth quarter of 2021. The decrease in net sales is primarily due to lower venue data room activity and the disposition of Edgar Online, partially offset by the increase in our recurring compliance product, Active Disclosure. In the fourth quarter, Active Disclosure's recurring subscriptions revenue grew 6%, while total revenue, which includes both subscriptions and services, grew 2%. As Dan commented earlier, we are nearing the end of client transitions from AD3 to new AD. 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. Additionally, the combination of SPAC liquidations, normal customer churn, and the ongoing weakness in IPO activity result in a modest decline in the number of customers on the platform. 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. 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. Robust M&A activity during the fourth quarter of 2021 resulted in record quarterly venue revenue, creating a difficult year-over-year comparison. 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. 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, 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 compensation expense, and price uplift from new ADs. 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. 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. Specifically, the IPO market remained frozen during the fourth quarter with only three pre-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, flowed sequentially from the third quarter and was down nearly 40% in the fourth quarter versus last year. Adjusted EBITDA margin for the segment was 31.9%, a decrease of approximately 950 basis points from the fourth quarter of 2021. 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. Net sales in our investment company's 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% 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 offerings. Additionally, Arc Digital, our total compliance management offering, delivered positive year-over-year sales growth in the quarter, an 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. Combined, our ArcSuite products delivered full-year net sales growth of 11.7% or 13.4%, including the negative impact foreign exchange rates as dan mentioned earlier arc suite is well positioned to capture additional demand from new regulations such as taylor shareholder reports to further drive future revenue growth adjusted ebitda margin for the segment was 36.8 percent an increase of approximately 1650 basis points from the fourth quarter of 2021. the increase in adjusted ebitda margin primarily due to operating leverage on the increase in sales and lower incentive compensation expense partially offset by higher product development and technology investments net sales in our investment companies compliance and communications management segment were 25.6 million dollars 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 were partially offset by higher service-related revenue and price increases. 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 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 from 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. Free cash flow in the quarter was $58.5 million, a decrease of $4.2 million compared to the fourth quarter of 2021. The reduction in fourth quarter free cash flow is primarily driven by the decline in adjusted EBITDA, partially offset by lower cash payments on interest and taxes and favorable working capital. 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. From a liquidity perspective, we had access to the remaining $255 million of our revolver, as well as $34.2 million of cash on hand. As of December 31st, 2022, our non-GAAP net leverage ratio was 0.6 times. Regarding capital deployment, we repurchased approximately 0.4 million shares of common stock during the fourth quarter for $13.7 million and an average price of $37.27 per share. 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. As of December 31st, 2022, we had $124.3 million remaining on our $150 million stock repurchase authorization. As always, we will remain disciplined on all future capital allocation decisions. As it relates to our outlook for the first quarter of 2023, we expect continued weakness in the trajectory of our transactional sales offerings. The transactional pieces of our business remain challenging to forecast, and though we are very well positioned to secure the opportunities when market activity returns, we are planning for ongoing weakness in the near term. 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%. 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 software products and underlying technology to support them, is projected to be approximately $60 million, a modest increase from the $54.2 million that we spent in 2022. In addition, our 2023 operating plan also includes approximately $25 million 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. 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. We expect the benefit of these initiatives will pay off substantially beginning in 2024. With that, I'll now pass it back to Dan.

Thanks, Dave. Our performance in 2022 serves as further proof that our strategic transformation is enabling DFIN to become more profitable, focused, and resilient. 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. While 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. I am more excited about our future than ever. Before we open it up for Q&A, I'd like to thank the DFIT employees around the world who have been working tirelessly to ensure our clients continue to receive the highest quality solutions. Now with that, we're ready for questions.

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. We'll go first to Charles Strausser at CJS Securities.

Good morning. This is Stephanos Christ calling in for Charlie. Thanks for taking our questions. Thanks, Stephanos. Can you just talk about your visibility in the software business and maybe just thoughts on the growth in the near term?

Yeah, sure. This is Dan. I'll start off. So if we look at our compliance offerings, there's, you know, great stability in terms of market demand that exists regardless of the economy in which we're operating. And so, you know, as we mentioned, they've grown, you know, 16% or so, you know, since we spun out on a compounded annual growth rate. And as we look forward long-term, you know, 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 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 changes. 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 the end of 2023. And then the last piece, which is not insignificant, is Venue, which has done a really, we've done a really nice job of outperforming the broader transactions market. But I would just point out that it's, Major use case is M&A. 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.

Got it. Thank you.

And 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?

Yeah, Stephanos, this is Dave. Substantially, all of our CapEx is around, you know, either specific to product development, and then there's a portion also the underlying IT that supports it. There's, you know, very little capital that goes outside the two technology areas there.

Got it. Thanks so much. Thank you.

We'll move next to Pete Heckman at D.A. Davidson.

Hey, good morning, gentlemen. A few quick questions. When you think about that increase in operating expenses, how would you kind of quantify that in terms of basis points on EBITDA margins? Yeah, so, Pete, I think you're referring to the – we noted about $25 million in some of the OPEX around – accelerating the transformation uh roughly um you know i'd say two-thirds of that is incremental on a year-over-year basis um and then you know some of it's probably in the base and so you know i think the impact on on overall uh margin or basis points is you know tough to gauge i think uh you know, depending obviously on what happens with the transactional market in 23, um, you know, that amount will, will vary in terms of the impact that it has on margin. Okay. All right. And then, uh, just the divestiture of Edgar online, was there any material level of gravity related to that, that subsidiary? Um, it was insignificant. We have, um, I think it was about $1.5 million a quarter last year, about $5 million in total. Okay. 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 the remaining crop of 2020, 2021 SPACs having success finding and closing deals versus liquidating and about how much drag do you anticipate that would be on 2023 revenues?

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 D-SPAC. So Q4 had 71 SPACs announce their business combinations. It was the most active quarter in 2022. There were 25 in December alone. So as you referenced, there are about 350 SPACs looking for their business combination. According to Dealogic, these SPACs are valuing companies or seeking to take private at their lowest level since the boom began. So last year, the merger valuation fell to about $200 million from $2 billion. So what this shows is a reset in valuation, but also a progress in the market, digesting that SPAC peak. And certainly, as you referenced, the SPAC performance has been challenged. So of the SPACs that completed last year, only 10% 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, what you have is some quality deal 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, albeit at a lower level than we saw.

Okay. All right. And then... 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. And then, you know, with some of the liquidations in, you know, liquidations in 22 and lack of IPO in 22, you know, our growth rate in AD was really moving up nicely in 21. obviously started to slow in 22 because of that impact. In addition to, as Dan mentioned earlier, transitioning the remainder of clients off of 83. And so, you know, 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.

Okay. I appreciate it. to maybe provide some additional on the IPO side. 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 in the full year that were greater than 100 million. That's the lowest in over 20 years. We're happy that we worked with 16 of those 20 largest deals. And what our clients are telling us right now is that we may see a few highly selective IPOs in the first half, but that could lead to a broader IPO issuance in the second half. And as you've previously commented, we're encouraged by the pipeline of our in-crossing field and that pent-up demand for future transactions. 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 DSEN. 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.

Great. Thanks.

We'll take our next question from Raj Sharma at B Reilly Security.

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 How do you see that? Do you see certain sectors and transactions doing better than the others? Any sort of color on that would be great.

Yeah, Raj. So I think when we look at, you know, from a transactional perspective specifically, um you know we're expecting kind of the the continued downward pressure um you know both sequentially and you know even year over year i think transactional capital markets revenue last year was uh 51 million or so and so what we're expecting down again relative to that number. I think from a software perspective, again, I commented on AD. So slower growth in the first half and better growth in the second half as things reset. 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 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, I know that you commented that, you know, this year and probably possibly longer term, you're expecting mid-teens to grow. How should we see that build up? But there are headwinds. So you should expect somewhere, you know, 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? Yeah.

And, you know, we've talked about this in the past that, you know, so we do 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, you know, year to year or product by product, right? But in aggregate, we would expect uh that that mid-teen growth and and like you said there's certain things that we're facing this year um you know that what i alluded to on earlier on a.d will be a headwind earlier in the year and then kind of resetting to a more normalized trajectory in the back half um you know certainly venue has done better than the broader m a market but given the lack of activity uh in m a and and depending on how the year plays out on the transactional side you know venue venue will uh you know be a function of what the m a market does largely um and then you know you reference some of the some of the tailwinds and dan talked about them earlier um you know specifically around taylor shareholder reports but that's more of a uh second half 24 and then there's some other uh regulatory

uh the rules on the horizon that would be 10. uh just off sorry i know oh i guess yeah so i would just add um and dave hit it on the you know two-thirds is compliance uh driven software one-third is is venue. And if you just go back, I think the last few years are instructive as to what the growth rates can look like with a tailwind of regulation. Back in 2021, we grew our software over double what our long-term target is. And obviously, we had tailwinds in transactions there as well. You know, to Dave's point, there's a long range guidance here because a third of it is less predictable. And then two thirds is more predictable and becoming a bigger part of the whole as we operate through cycles.

Got it. And then just on print, what sort of a decline or, you know, flatlining are you expecting in certain revenues this year?

Yeah, Raj, I would say, you know, back to kind of the longer run trend on print, you know, secular decline, and they 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, The one caveat there would be, you know, to the extent that any of the future regulations, you know, such as Taylor-Cherold reports might require, you know, some incremental printing that could possibly, you know, tweak the trend there as well.

Great. And then just lastly, on after online, 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 in the other software pieces?

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 uh, to, to maintain it. And just so from an overall economic perspective, and, you know, as we look at capital deployment, um, you know, the combination of, of investing in, in a non-strategic declining asset, um, you know, just didn't make sense. And, um, you know, fortunately we, we found a buyer, uh, you know, albeit at a, at a, uh, you know, pretty low, low price, but I think, uh, relative to, um, you know, the alternatives there, it was a really good outcome for us.

Great. Thank you. Thank you again. I'm taking 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 Lee 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.