Donnelley Financial Solutions Inc

remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. I would now like to turn the call over to Mike Zhao, Head of Investor Relations. Please go ahead.

Thank you. Good morning, everyone, and thank you for joining Donnelly Financial Solutions' first quarter 2024 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 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, quarterly report on Form 10-Q, and other filings with the SEC. Further, we will discuss certain non-GAAP financial information, such as adjusted EBITDA, adjusted EBITDA margin, and organic net sales. 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 and non-GAAP financial information. I am joined this morning by Dan Lieb, Dave Gardella, Craig Clay, Eric Johnson, Boyd Strimley, and Kami Turner. I will now turn the call over to Dan.

Thank you, Mike, and good morning, everyone. We started 2024 by building on the positive momentum in our performance from last year, delivering consolidated organic net sales growth with an improved sales mix, strong year-over-year growth in adjusted EBITDA, adjusted EBITDA margin expansion, and improvements in both operating cash flow and free cash flow. We delivered first quarter net sales of $203.4 million, which increased 2.8% on an organic basis compared to the first quarter of 2023. I am encouraged by the composition of our organic net sales growth, with software solutions net sales increasing 16%, tech-enabled services net sales increasing nearly 6%, and print and distribution net sales declining approximately 20% as we continue to balance our revenue profile to drive improved profitability. The combination of the improved revenue profile, modest consolidated net sales growth, and cost management yielded first quarter adjusted EBITDA of $55.2 million and adjusted EBITDA margin of 27.1%, both of which are above last year's first quarter and once again significantly stronger than historical periods with similar revenue profiles. Our first quarter performance highlights the continued progress we are making in our transformation and positions us well to achieve our updated long-term financial targets. A key driver of our first quarter results is the performance of our software solutions portfolio, which reached $80.3 million in net sales, a new quarterly record. Software Solutions net sales growth accelerated in the first quarter to 16% on an organic basis versus the first quarter of 2023, an increase from the growth trends over the last few quarters. The growth in Software Solutions net sales was led by the performance of Venu, our virtual data room product, which posted 43% sales growth. We are encouraged by Venu's strong performance, which reflects strong sales execution across Venu's broad application within the M&A ecosystem that serves both announced and unannounced deals, as well as across public and private companies alike. This results in more resilient, stable demand than our transactional offerings. As a further demonstration of the momentum in our software solutions net sales, the growth trends of our recurring compliance software products, Active Disclosure and ArcSuite, both improved in the first quarter. with each product delivering stronger year-over-year growth on a sequential basis compared to the fourth quarter of 2023. Software Solutions made up 39.5% of total first quarter net sales, up approximately 420 basis points from last year's first quarter net sales mix. On a trailing four-quarter basis, Software Solutions net sales are now in excess of $300 million and represent 37.8% of total net sales. an increase of approximately 370 basis points from the first quarter 2023 trailing four-quarter period. Looking ahead, we expect the growth rates for active disclosure and ARC suite each to improve further in the second half of this year. For active disclosure, this improvement is driven by recent wins combined with overlapping last year's platform transition. In the case of ARC suites, The improved growth rate is primarily driven by the tailwind from the Tailored Shareholder Reports regulation. As we continue to evolve toward a higher sales mix of software solutions during the first quarter, that mix shift was accelerated by a reduction in print and distribution revenue, which declined by approximately $10 million, or 20%, compared to the first quarter of 2023. This reduction was evident mostly in the printing and distribution of annual reports and proxy statements aligned with our strategy to manage our sales mix toward a proportionally heavier mix of higher margin tech-enabled services and software solutions net sales, while benefiting from the financial profile associated with such a sales mix. Dave will cover our results in more detail, but first, I'd like to provide an update on our readiness for the Tailored Shareholder Reports regulation ahead of its July 2024 compliance date. As I've shared previously, we are making great progress in our technology development and go-to-market plans aimed to help our mutual fund and exchange traded funds clients operationalize the reporting to comply with this regulation, including being the first to market with the initial release of our TSR SaaS solution during the fourth quarter of last year. As we continue to mature and scale our TSR offerings, I'm excited by the end-to-end compliance solutions we have created for the regulation, giving DFIN an unmatched ability to serve clients the way they wish to work, via either SaaS-based solutions or traditional services, all in a one-stop shop that eliminates handoffs in the compliance process. In a further demonstration of our software product readiness, Last week, we announced DFIN successfully test-filed the full-form NCSR, including an IXBRL-tagged TSR, to the SEC on behalf of a large asset manager. The test filing was completed via our ARC Reporting SaaS product, the leading financial close software for investment companies, and a component of our ARC Suite offerings. The ARC Reporting solution offers clients the ability to execute financial calculations, report generation at the fund and share class level, IXBRL tagging, reviewing, and filing all through a single solution. Further, integrated data flow within ARC Reporting eliminates the need for post-production reconciliation and guarantees consistency with the fund's financial results at the share class level. This successful test filing demonstrates the dynamic end-to-end, straight-through processing that ArcSuite offers our clients, enabling them to create, file, web host, and distribute complex financial reports, all from a single platform. In addition to the functionality offered by Arc Reporting, DFIN is also ready to serve clients via traditional services for those who prefer that approach. In early April, we successfully completed the test filing of a full NCSR compliance document based on the new regulatory requirements, including IXBRL tagging of a tailored shareholder report by leveraging our industry-leading service capabilities. This test filing to the SEC was done on behalf of another large asset manager and highlights DFIN's deep expertise in the areas of IXBRL tagging and compliance filing. Our recent successful test filings represent an important milestone in our readiness journey and demonstrate DFIN's leadership in the industry and commitment to deliver a streamlined solution for a complex regulation. With less than three months to go until the July 2024 compliance date, DFIN remains very well positioned to serve our clients while capturing the recurring revenue opportunities associated with the tailored shelter reports regulation. Before I share a few closing remarks, I would like to turn the call over to Dave to provide more details on our first quarter results and our outlook for the second quarter. Dave?

Thank you, Dan, and good morning, everyone. Before I discuss our first quarter financial performance, I'd like to recap two housekeeping items. First, during the quarter, we completed the sale of land in Phoenix, Arizona. the site of an office which we shut down and demolished in 2021 and was previously reflected on our consolidated balance sheet as an asset held for sale. The sale resulted in net proceeds of $13.2 million, of which $12.4 million was received in the first quarter of 2024, and $0.8 million of non-refundable fees were received in 2023. We recognized a net pre-tax gain of $10.6 million related to the sale, of which $9.8 million was recorded in the first quarter of 2024, and $0.8 million was recognized in 2023. The net pre-tax gain was recorded within the capital markets compliance and communications management operating segment under other operating income net line item. This gain is excluded from our non-GAAP results. Second, as discussed on last quarter's earnings call, we completed the sale of our eBreviate business in the fourth quarter of 2023. For full year 2024, the disposition negatively impacts the year-over-year total net sales comparison by approximately $4 million with approximately $1 million net sales impact for each quarter. The impact on our gross profit and adjusted EBITDA comparisons is de minimis. For purposes of year-over-year net sales change discussions, organic net sales change adjusts for the impacts of the eBrevia disposition as well as changes in foreign currency exchange rates. A reconciliation of reported to organic net sales change is included in our earnings release. Now turning to our first quarter results. As Dan noted, we continue to demonstrate positive momentum in our performance during the first quarter by delivering consolidated net sales growth, a strong year-over-year increase in adjusted EBITDA, and improvements in both operating cash flow and free cash flow compared to the first quarter of 2023. By continuing our shift toward a more profitable sales mix while also driving operating efficiencies, we expanded our first quarter adjusted EBITDA margin by 580 basis points to 27.1%. On a consolidated basis, total net sales for the first quarter of 2024 were $203.4 million, an increase of $4.8 million, or 2.4% on a reported basis and 2.8% on an organic basis, from the first quarter of 2023. The growth in software solutions net sales, which increased $10.2 million, or 16% on an organic basis, combined with higher capital markets transactional sales, more than offset a year-over-year decline in capital markets and investment companies compliance revenue with the vast majority of that decline related to print and distribution revenue that Dan highlighted earlier. Excluding print and distribution, net sales grew approximately 10 percent. First quarter adjusted non-GAAP gross margin was 60.6 percent, approximately 590 basis points higher than the first quarter of 2023, primarily driven by a favorable sales mix, including lower overall print volume and the impact of ongoing cost control initiatives, partially offset by incremental investments to accelerate our transformation. Adjusted non-GAAP SG&A expense in the quarter was $68.1 million, a $1.8 million increase from the first quarter of 2023. As a percentage of net sales, adjusted non-GAAP SG&A was 33.5%, an increase of approximately 10 basis points from the first quarter of 2023. The increase in adjusted non-GAAP SG&A was primarily driven by an increase in selling expenses as a result of higher sales, higher bad debt expense, and higher incentive compensation expense, partially offset by lower third-party expenses and the impact of cost control initiatives. Our first quarter adjusted EBITDA was $55.2 million, an increase of $12.8 million, or 30.2% from the first quarter of 2023. First quarter adjusted EBITDA margin was 27.1%, an increase of approximately 580 basis points from the first quarter of 2023 primarily driven by a favorable sales mix, higher overall sales and cost control initiatives, partially offset by higher incentive compensation expense. Turning now to our first quarter segment results, net sales in our capital market software solution segment were $53 million, an increase of 23.8% on an organic basis from the first quarter of last year, driven by the strong growth in venue our virtual data room product, which was up $10.2 million, or 43.4% year over year, and achieved record quarterly sales. Consistent with the recent trend, during the first quarter, Venue continued to benefit from an increase in page volume on the platform and higher pricing. In addition, our strong sales execution resulted in several large client wins in the quarter, with those projects combined to account for approximately half of Venue's first quarter net sales growth. As Dan noted earlier, Venue's consistent level of performance is a testament to the strong recurring demand for our virtual data room platform as well as to our sales execution. Going forward, we expect Venue to continue to deliver solid year-over-year growth, albeit at a more moderate pace compared to the robust growth rate we achieved in the first quarter of this year, given the outsized impact of the large projects, in addition to overlapping venues accelerated growth, which started during the second quarter of 2023. Net sales of our recurring compliance product, Active Disclosure, including File 16, increased approximately 2% in the first quarter, driven primarily by growth in Active Disclosure service revenue, partially offset by lower Section 16 filing activity. The demand for beneficial ownership filings continues to be impacted by a weak IPO market as well as elevated client churn as we transition to a subscription-based model, a trend which we expect to continue in the near term. Following a modest year-over-year decline in active disclosure subscription revenue in the fourth quarter, first quarter subscription revenue increased 4% sequentially and was flat versus the first quarter of last year. During the first quarter, we made continued progress to expand the adoption of active disclosure, resulting in the third consecutive quarter of net client count growth. The improvement in client count combined with higher average price per client is generating a solid foundation for future active disclosure revenue. To illustrate this in greater detail, Active Disclosures ACV from new logos during the first quarter is approximately double the level we achieved in the first quarter of 2023. The momentum in Cloning Town growth, coupled with product enhancements, create a strong foundation for future sales growth. As we have stated previously, we expect active disclosures growth rate in the second half of 2024 to be stronger than in the first half as some of the headwinds we experienced in 2023 continue to play out in the first half of 2024. Adjusted EBITDA margin for the segment was 29.8%, an increase of approximately 1,290 basis points from the first quarter of 2023 primarily due to higher sales and a favorable sales mix from the growth in our high margin venue data room offering and cost control initiatives, partially offset by incremental investments in sales and marketing. Net sales in our capital markets compliance and communications management segment were 91.1 million, a decrease of $3 million or 3.2% from the first quarter of 2023, driven by lower capital markets compliance revenue, predominantly in lower margin print and distribution that Dan and I noted earlier, partially offset by higher transactional revenue. In the first quarter, we recorded $48 million of capital market transactional revenue an increase of approximately $7 million, or 17%, compared to last year's first quarter and represents the first quarter of year-over-year revenue growth in this offering following two years of decline. We are encouraged by the year-over-year improvement in market activity during the first quarter, which resulted in increased deal volume across both IPOs and debt offerings compared to the first quarter of 2023, though M&A activity was down on a year-over-year basis. In short, the deal environment remains soft compared to historical averages. While the outlook for capital markets transactional environment is uncertain, DFIN remains very well positioned to capture a significant share of future demand for transactional-related products and services when market activity picks up. Adjusted EBITDA margin for the segment was 34.5%, an increase of approximately 590 basis points from the first quarter of 2023. The increase in adjusted EBITDA margin was primarily due to a favorable sales mix featuring growth in high margin capital markets transactional sales and lower print and distribution revenue, as well as the impact of cost control initiatives partially offset by higher incentive compensation expense and higher bad debt expense. Net sales in our investment company software solution segment were $27.3 million, an increase of 3.4% versus the first quarter of 2023, driven by growth in ArcSuite subscription revenue, which increased by approximately 9% partially offset by lower services revenue compared to the first quarter of 2023, which benefited from higher one-time implementation revenue. As we have stated previously, based on the incremental revenue from Taylor shareholder reports, we expect stronger ARC Suite revenue growth starting in the second half of 2024. We remain well-positioned to capture opportunities from regulatory changes to drive future recurring revenue growth. Adjusted EBITDA margin for the segment was 29.3%, a decrease of approximately 180 basis points from the first quarter of 2023. The decrease in adjusted EBITDA margin was primarily due to higher product development and technology investments in support of growth opportunities, such as tailored shareholder reports, partially offset by cost control initiatives and higher sales. Net sales in our investment companies compliance and communications management segment were $32 million, a decrease of $2.4 million, or 7%, from first quarter of 2023, driven primarily by a reduction in print and distribution revenue related to the long-term secular decline in the demand for printed materials. Adjusted EBITDA margin for the segment was 25.6%. approximately 170 basis points lower than the first quarter of 2023. The decrease in adjusted EBITDA margin was primarily due to lower sales, partially offset by the impact of cost control initiatives. Non-GAAP unallocated corporate expenses were $8.2 million in the quarter, a decrease of $1.3 million from the first quarter of 2023, primarily driven by lower third-party expenses in the impact of cost control initiatives, partly offset by an increase in expenses aimed at accelerating our transformation and higher healthcare costs. Free cash flow in the quarter was negative $40.2 million, an improvement of $21.9 million compared to the first quarter of 2023. The year-over-year improvement in free cash flow is primarily driven by an increase in adjusted EBITDA and favorable working capital, partially offset by higher capital expenditures related to investments in our software products and the underlying technology to support them. We ended the quarter with $204.5 million of total debt and $160.8 million of non-GAAP net debt including $80 million drawn on our revolver. From a liquidity perspective, we had access to the remaining $219 million of our revolver, as well as $43.7 million of cash on hand. As of March 31st, 2024, our non-GAAP net leverage ratio was 0.7 times. As a reminder, our cash flow is historically seasonal. We are a user of cash in the first quarter, closer to break even in the second quarter, and generate more than 100% of our free cash flow in the second half of the year. Regarding capital deployment, we repurchased approximately 140,000 shares of our common stock during the first quarter for $8.8 million and an average price of $62.61 per share. As of March 31st, 2024, we had $141.2 million remaining on our $150 million stock repurchase authorization. Going forward, we will continue to take a balanced approach toward capital deployment. We continue to view organic investments to drive our transformation, share repurchases, and net debt reduction, each as key components of our capital deployment strategy, and will remain disciplined in this area. As it relates to our outlook for the second quarter of 2024, we expect the reduction in print and distribution revenue we highlighted earlier to continue in the second quarter, which historically is comprised of a heavy mix of print and distribution sales. This component of our sales profile becoming less significant over time continues to improve our overall sales mix and facilitates our long-term margin expansion. With that as the backdrop, we expect consolidated second quarter net sales in the range of $235 million to $250 million and adjusted EBITDA margin in the low 30% range. Compared to the second quarter of last year, the midpoint of our consolidated revenue guidance, $242 million, implies consolidated net sales approximately flat to last year's second quarter as the reduction in print and distribution sales is expected to offset growth in software solution sales. Further, this guidance assumes capital markets transactional sales of approximately $50 million up approximately $5 million from last year's second quarter, and up $2 million from the $48 million we recorded in this year's first quarter. With that, I'll now pass it back to Dan.

Thanks, Dave. Our performance in the first quarter offers a further proof point that our strategy and execution continue to make DFIN more durable and structurally resilient than in the past. As we progress on our transformation journey, we will continue to invest in opportunities to drive profitable recurring revenue growth while also continuing to aggressively manage our cost structure and being disciplined stewards of capital. We are excited by the opportunities created by regulatory changes on the horizon. In the meantime, we are focused on creating best-in-class regulatory and compliance solutions to help our clients comply with those recurring regulations. Before we open it up for Q&A, I'd like to thank the DFIN 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. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, please press star one again. If you are called upon to ask a question and are listening by a loud speaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Again, press star one to join the queue. And your first question comes from the line of Charlie Strausser with CJS Securities. Your line is open.

Hi, good morning.

Morning, Charlie.

I just wanted to touch base on one thing this morning on the margin side, EBITDA margins, nice improvement year over year, also versus our model. Just the factors that help that kind of drive that along here, are they expected to kind of continue in Q2 based on when you look at guidance as well?

Yeah, Charlie, this is Dave. I'll take it. Thanks for the question. you know, a few things driving margin in Q1, you know, most notably the favorable mix that we highlighted in the prepared remarks. And, you know, I would point to two things there. One is the tremendous growth that we saw in the venue data room offering, and obviously the incremental margins on that are very high. And when you look at the 20 percent decline or so in the lower margin print revenue, right, you put those two things together and that really drives a lot of the margin improvement. The third thing I would point to, or second thing I would point to, sorry, would be the work we continue to do on the cost structure, really, you know, being disciplined from a cost perspective. As we look at Q2 and beyond, you know, from a cost perspective, I think you, you know, you can assume we'll be, we'll continue to be disciplined there, obviously overlapping some tough accounts as we go forward from an overall cost structure perspective. And then, as we noted in the prepared remarks, from a mixed perspective, a few things there. One, the software growth, you know, in particular for Active Disclosure and ArcSuite, don't expect much different from a growth perspective in Q2, but really ramping up in the back half of the year. probably the one thing I would point to in Q2, and we noted some of the large venue data rooms that we had in Q1, which drove about half the growth. You know, it is tough to overcome. And then we start to overlap tougher comps in venue. But certainly from a print perspective, which we also noted, would expect that to come down. You know, overall, we would say, you know, margins roughly in Q2, roughly flat to what we delivered last year. And then, like I said, as you look to the back half of the year with the incremental software growth, you know, starting to improve there.

And just if you look at kind of the improving IPO market, you know, obviously there's a handful of, you know, good deals, you know, good aftermarket performance, and that could, you know, lead to obviously, you know, more transactions coming out of the pipeline. When you talk to your clients out there in the legal and banking side, you know, what's the tone there about IPOs?

Hi, it's Craig Clay. I'll take that. I think first I'll start with the leading indicator on the transactional market. After many quarters of decline, investment banks finally this quarter had fees for new issuance debt and M&A that were up. So 27% is the highest increase since the first quarter of 22 when the Fed started raising rates. So if you look at what happened in the quarter, certainly, improved IPOs. It feels good to have a little bit of improvement. There were 16 companies that raised more than $50 million, $8 billion in the quarter. We had 57% of that came from the healthcare sector, which is nice to see. DFIN is pleased to have supported 75% of the Q1 IPO filings. A lot of great names in there, BB Foods, Bright Spring, etc., Nine of those 16 are trading well above their IPO price. So this is positive for the IPO market. Our clients are telling us that it's an exciting thing as they look to the future. And I think if you look at April, we had 18 IPOs raise a combined $5.3 billion. This is just barely above the 10-year historical average by deal count and by proceeds, but I think the market will take it. It was the busiest month for overall new issuance. greater than $100 million since November of 21. Nine deals in the month, over $100 million. Our share was 67% of that. The largest deal in April we were very happy to support was the billion-dollar offering of Viking. So Viking starts price last night, begins trading during this call. They price during or at the top of their range, and they increase the number of shares in the offering several times. Another positive for the market, large VC tech continued a comeback. So we had rubric, which was nice to see. So in April, we also had new filings, over 100 million. There were eight, which was a small increase from the prior month of six. So as we previously commented, we remain encouraged, our clients remain encouraged by the process deals that are in process, by the pent-up demand. We're working with several highly, you know, marquee deals that are publicly filed. We also have some that are still confidential. And given the steps our clients are taking to remain public or to go public, we think they'll respond when the market opens. The Wall Street Journal mentioned last week that the recent success bodes well and companies potentially would move their IPO up. We haven't seen that publicly, but we're encouraged by the receptivity of the IPOs that have gone out and that the IPO market will continue to normalize into the summer.

Great. Thank you.

Your next question comes from the line of Pete Heckman with DA Davidson. Your line is open.

Morning, Pete.

Hey, good morning. You know, we had noticed that ourselves. I think we had counted 73 percent of the top 15. I think you said 75 percent of the top 16. But what do you attribute that to? Just better competitive solutions from DFIN or are there some competitors that have fallen off or just kind of fortunate, fortunate mix of a high retention rate amongst the IPOs that were going out?

Yeah, thanks for the question. I think it's a number of factors. I think our industry leading portfolio of solutions, you know, we're dedicated to our clients private to public journey. So we have a rich history in this space. I think when the market gets busy, we play an important part serving on their deal team, helping them project manage and providing most importantly, the software to make that happen. So I think it's about our clients in their moment of need turning to somebody who can provide the best solution for them. I think the exciting thing is that these are event-driven transactions, but it's providing this pipeline for recurring software subscriptions that support. our clients' ongoing compliance, so the DFEN compliance platform, but also, as you heard in the venue results, that's a leading indicator. And it also supports the IPO market. Almost every one of these deals has a VDR associated with it as their dual track. I think what they're getting, what our clients are getting when they come here is the trust that clients have in DFEN to get their deal done. And then the support, the services, and the software whether it's active disclosure or venue, that helps them do the work that they do.

Okay, that's helpful. And then how about on tailored shareholder reports as we get one quarter closer to the go-live, any change in the thought process around the potential incremental benefit to be seen or any higher confidence in that number?

Yeah, let me – this is Dan. I'll start, and then I think Dave and Eric may have a few comments. You know, we, with the new regulation, the tailored shareholder report is a financial report. And so, you know, we look at this on the software side and we have great position with funds with our ARC reporting, financial reporting offering within ARC suite. And TSR is now a new module that's integrated within ARC reporting. And so for those using ARC reporting, it builds upon the existing data flows generates underlying TSR, the data model creates the TSR itself, and then we tag and assemble the TSR into the NCSR, and then ultimately file with the SEC. So we've been in the process of onboarding, configuring clients to the TSR module. We've seen good progress. We're really not seeing, any more of, we're seeing a little, I guess, play out in the marketplace, but that's pretty well set. On the distribution side, for now, the requirement is the documents printed and distributed. And some of the print continues to play out in the market. As we mentioned on the last call, we're certainly seeing more price pressure on the printing side. And so, you know, Dave may want to comment on on the print as well as Eric.

Yeah, thanks, Dan, and thanks for the question, Pete. You know, just building on Dan's comment, I would draw your attention to our two recent press releases where we've been able to successfully test file two full-form NCSR and IXBRL-tagged TSRs. I think this represents our ability to help our clients and serve our clients in the way they prefer to work. So via traditional services, as well as our SaaS solution arc reporting. And our product team has done a tremendous job getting that type of test filing completed well in advance of the July deadline. So, you know, very pleased with the progress from that perspective. You know, our revenue mix seems to be trending toward software. which does reflect DFIN's position as a leader in the investment company's regulatory and reporting software. So that's been somewhat consistent. And as Dan mentioned, we're consistent with our operating plan over the past few years. We continue to exit low margin print. As it relates to TSR printing, we're operating under that same discipline. And where we have projects that make sense and add value for our clients from a straight through processing perspective, you know where we can defend can provide end-to-end efficiency you know we'll certainly take that work but you know we will stay true to our operating operating plan around um low margin print and you know easing that where where we need to okay all right that's helpful and pete i would just jump in on there you know both um dan and eric uh talked about you know some of the

our approach to print and how it ties into the bigger strategy and the discipline around pricing. You know, I think if you look at our historical gross margins for print and distribution, there's really a strong trend there. Going back to 2019, you know, we had sales north of, you know, 300 million, 321 million 20% gross margin. So, you know, $63 million in gross profit dollars. I think you contrast that with where we're currently at, you know, on a trailing, trailing four quarter basis, you know, 158 million of sales, gross margin is 43%. Gross profit dollars are $67 million. So, you know, we've cut our print revenue in half over, you know, last, for five years or so, taking out more than $160 million of sales and actually increasing our gross profit dollars by a few million bucks. You know, have done a great job with our operating model. We've outsourced 100% of our offset printing. We've reduced our cost structure and made it more variable. And, you know, again, taking the disciplined approach to pricing have really driven this trend. You know, kind of the high level, right, we know all revenues not created equally, and then I would say you know, even within print and distribution, all revenue is not the same. And so we'll continue to look at the underlying profitability, not only for print and distribution or at the offering level, but also at the customer level to continue to drive the financial results we have here.

Okay. Thanks, Dave, for that. I mean, while I've got you, maybe I can just sneak in one more. But I didn't hear it, but in terms of just thinking about second quarter numbers, would you think that print would be down by about the same magnitude as the first quarter?

Yeah, so print in the second quarter, or the second quarter, I should say, is proportionately, you know, typically a heavy print quarter. And so, you know, roughly about the same as what we saw in Q1.

Okay. All right. That's helpful. I appreciate it. I'll get back in the queue. Thank you.

Your next question comes from the line of Kyle Peterson with Needham. Your line is open.

Great. Thanks, guys, and good morning. I wanted to touch on Venue a little bit more. The growth was really impressive. I appreciate some of the color on new clients and such, but I just wanted to see if you could unpack a little bit outside of the new client wins, you know, what you guys kind of, the impact of whether it's, you know, pricing versus just kind of usage or volume would be really helpful.

Sure. This is Craig. Thanks for the question. I think as you saw, you know, and Dave reviewed, great growth, 43%. I'll unpack that a little bit. It was up 10% sequentially from Q4. So record high revenue driven by three factors. So we're overlapping Q1's lowest quarter of 2023. As Dave mentioned, we'll have tougher comps as we move into the second half of 2024. The increase was driven by page count activity. So higher activity on existing rooms, new rooms, as well as higher pricing. And these rooms are staying open longer, again, reinforcing the stability of venue. The underlying demand is a little less volatile versus M&A. So the demand we see is becoming reoccurring in nature, you know, for this sort of more stable revenue stream in what has been an event-driven transactional software product. Dave mentioned the large projects. Even when you strip those out, we have some nice growth. Our clients are telling us that dealmaking as well is looking up, and so we're seeing that venue as a precursor to dealmaking. I think companies are not waiting on the Fed anymore, so the current level of interest rates in and of itself has not been a barrier to dealmaking in the past. Before sort of a recent zero interest rate area, the prior U.S. policy M&A volume peaks came when the average fund rate was about 5%. So we keep seeing demand for high-quality assets. There's large amounts of capital that's being looked to put to work. And we're pleased with our pipeline. You heard we're executing well. And as Dan stated, venues brought application in the ecosystem, whether it's announced, unannounced, whether it's public or private, as I mentioned, in the IPO space. It's just more resilient. So we're going to continue to focus on what's got us here, which is sales execution, share expansion, delivering great product, and serving our clients.

That's really helpful. And maybe if I could just get a follow-up on capital allocation here. It seems like you guys were able to sell you know, some land and I know you guys have divested some assets over time, but, you know, just wanted to pick your brain on kind of how you guys are thinking about putting, you know, the proceeds from, you know, some of that capital work and how you guys are thinking about balancing, whether it's, you know, potential M&A or further buybacks or debt paydown.

Yes. Thank you. Yeah, I'll start. And if Dave wants to weigh in, So really more of the same. You know, we, the highest and best use, we want to make sure we have financial flexibility to execute the strategy. We have built up ample financial flexibility. And so you've seen us obviously buying back more shares and then paying down debt. And those are the two highest priorities along with the organic investment and accelerating the transformation. And that will continue. I mean, the proceeds from the sale of the building, in this case, or the land, you know, will go into the coffers and be targeted towards those three priorities. But no changes at all in capital priorities. We remain extremely disciplined across all aspects of capital deployment.

Yeah, Dan, I would just reiterate, you know, Kyle, you specifically asked about M&A, you know, as Dan pointed out, you know, our view, the best use of capital to drive returns is the organic investment. And, you know, certainly from a shareholder return perspective, the share repurchases. I think, you know, when we look at M&A opportunities, especially for those that are, you know, purely aligned with our strategy. We think that, you know, valuations are still pretty rich, certainly weighed against the opportunities we have from an organic perspective. And so, you know, we keep that on the radar, but, you know, stay very, very disciplined on, you know, driving the best returns.

That's helpful. It makes sense. Thanks, guys. Thank you.

Your next question comes from the line of Raj Sharma with B. Riley. Your line is open.

Yeah, thank you. Congratulations on the good cost cutting and the margins. Thanks, Raj. My question, yeah, sure. You know, I have a couple of questions. One, the revenue contribution from the TSRs, do you, have a reasonable idea of what that could be this year and next year? And also, does that push up the gross margin profile of your software business?

Yeah, Raj, we said, so last quarter, we said 20 to 25 million on an annualized basis contribution from TSR. with roughly half of that coming in 2024. You know, as we talked about earlier on the print side, I think a lot of that is still in play and we're, you know, very happy with where we're at on the software, right? Which is, you know, to your point, delivers higher margins and certainly much higher incremental margins. And so on a go forward basis, yes, that's part of the, margin expansion, right, this mix shift with more software proportionately and less print proportionately. The other thing I would say is, you know, we're still investing pretty heavily in TSR. And so I think what you'll start to see more of the margin expansion as it specifically relates to TSR, you know, starting to hit in 25s and beyond when we, you know, get past this initial product development investment.

Got it. And then on the active disclosure side, could you help me understand, just kind of recap on what's going on earlier? Last year, there were some headwinds. There was a switch to the digital version. What growth rate could we expect from active disclosure going forward? I know that you've talked about a second half pickup. What caused the weakness in the first quarter, and then how is that transition coming?

Raj, it's Craig. Thanks for the question. So, yes, as you mentioned, AD grew 2% in the quarter. So, compared to recent trend, declined 2% in Q4. It grew a percent in Q3. It was up six in Q2 and two in Q1. So we're continuing to make progress toward the future growth of the platform. It's our third consecutive quarter of net client growth. Within what drove Q1 results, one of the items mentioned, we're excited to have built a leading Section 16 filing platform within active disclosure. So Section 16, beneficial owners, publicly disclosing. But within the quarter, there was lower Section 16 filing activity driven from the transition to a subscription model in the new product, as well as driven by fewer IPOs. So we've covered that topic. We're also up against a lower customer count as a result of the 83 churn that was associated in the first half of last year. The continued lack of IPOs, we're not able to keep our own client, also negatively impacting SPAC liquidations. Now we're offsetting that with price increases in service revenue. So your question, what to expect in Q2 and in the second half of 24, we're excited by what we see, but the progress we've been making to expand the adoption of AD is slowly being reflected in this quarter's results. We have some prospective metrics that are favorable. So some of them were mentioned. So Q1 24, our third consecutive quarter of net client growth, which is exciting. It's much better than we've seen in past quarters. Mentioned our average price up in the mid-teens versus active disclosure three, which we have, again, migrated off of. As Dave stated, we had net new logo ACV, which is approximately double Q1 of 23. Again, what's moving onto the platform will start to show in future quarters. So we expect the AD growth in the second half of 24 to be stronger. We're gonna overlap the platform transition and related churn. And the excitement by what we see is we have the newest fit for purpose product in the market and the market wants what we build. We're able to price it accordingly. It's an opportunity for us, for Deven. It's also an opportunity for our clients because our clients can pay less than the leading competitor. So our clients are recognizing the value of this better product. They want a choice. They get to have the newest product in the market with product improvements such as our editor, our track changes, It's all driven by our decades in the market in serving SEC clients. So our current clients are using AD for their most important reporting needs, and our pipeline is strong because our future clients see DFIN and active disclosure as the compliance leader.

Thank you. Yeah, that's a very helpful color. And just lastly, the print declines were more than expected. Could you help me understand that? I know you've said they're going to be flat. It's a print-heavy second quarter. It's a print-heavy quarter. Have the print declines bottomed out? I know you have taken quite a few of the print declines in the last several years. you had expected a 5% ongoing decline in the market. Is that sort of still in line and a little bit more color on that, please?

Yeah, Raj, I appreciate the follow-up there. And I'd point to a couple of things. One, I think, you know, from the 5% perspective, is intended to address the secular decline that we just see print becoming smaller and smaller over time. You know, to your point, we've done a really nice job, you know, managing not only the cost side of the print, but the overall volume. As we talked about in, you know, 2021 with Rule 30E3 and 498A, you know, saw print volume drop, right, as the distribution default changed from print to electronic. At the same time, we used that as a catalyst to exit, you know, some of the lower margin print work and variabilize the cost structure, et cetera. And, you know, to my earlier point, that's proved to be a good strategy for us, you know, gross margin in print has gone from 20% to over 40%. And so what I would say is we're continuing to take a look at, you know, the economics around certain print jobs, the economics around certain clients, and whether or not, you know, that print makes sense for us. I think, you know, as we saw in the In the first quarter here, you know, not much revenue change, but pretty significant change in profit and really driven by that mix, right? More software, less print. driving profit dollars, driving margin. We will continue to see that in Q2 because that same dynamic is playing out. I think as we, you know, get into the back half of the year, that certainly starts to temper. But, you know, we're going to continue to keep an eye on the overall mix, the overall economics that, you know, component pieces of our offering drive. And again, the aggregate customer growth uh, customer economics as well.

Great. Uh, thank you for all the color again. Great job, um, on, you know, the business and running it, uh, profitably. Thank you again. I'll take it offline. Thank you.

That concludes our Q and a session. I will now turn the conference back to Dan Lee for closing remarks.

Okay. Thank you. And thank you everyone for joining. Uh, we look forward to, uh, speaking with you both on our call in a few months and in the interim. Thanks again.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.