Donnelley Financial Solutions, Inc. Q4 FY2021 Earnings Call

Good morning. My name is Chris, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Donnelley Financial Solutions' Fourth Quarter and Full Year 2021 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session.

Thank you. Good morning, everyone and thank you for joining Donnelley Financial Solutions' fourth quarter and full year 2021 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 Investors 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 detailed in our most recent annual report on Form 10-K and other filings with the SEC. Further, we will discuss non-GAAP financial information. 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 Leib, Dave Gardella, Craig Clay, Eric Johnson, Floyd Strimling and Kami Turner. I will now turn the call over to Dan.

Thank you, Mike. Good morning, everyone. And from all of us at DFIN, we hope that you and your families are doing well. I am very pleased with our fourth quarter financial results, which capped off a tremendous year for DFIN. 2021 was a year of many milestones. We developed and introduced advanced technology solutions to our clients, accelerated our sales growth of software solutions, further improved our balance sheet, and delivered increased value to our clients, employees, and shareholders. Turning now to our financial results. We delivered strong fourth quarter results, highlighted by record quarterly software solutions net sales of $73.8 million, which grew 36.2% compared to last year's fourth quarter and represented nearly 32% of our total net sales in the quarter. Our consolidated net sales grew by nearly 11% as compared to last year's fourth quarter despite the decline in print and distribution-related sales, which were as expected down 30% in the quarter. Excluding print and distribution sales, year-over-year net sales increased 23% in the quarter. Fourth quarter non-GAAP adjusted EBITDA was $61.3 million, an increase of over 75% from last year's fourth quarter, and adjusted EBITDA margin was 26.3%. A year-over-year improvement of approximately 970 basis points, continuing a trend of year-over-year margin improvement that now stands at 10 consecutive quarters. Reflecting on the full year of 2021, we delivered outstanding results. Our team's focused execution, combined with a robust capital markets environment resulted in record full year software solutions net sales, Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow. Net sales grew 11% and excluding print and distribution, our net sales grew 30%. Software solution sales grew 35% from 2020 and reached an annual level of $270 million. Our Virtual Data Room software Venue posted 46% annual net sales growth, driven by strong markets and share capture, while our recurring compliance offerings grew 31% versus 2020. One product within our recurring compliance offering that performed exceptionally well in 2021 was ActiveDisclosure, our cloud native solution purpose-built for SEC reporting. Building on the success of ActiveDisclosure 3, we designed, developed, and deployed a re-imagined compliance and regulatory filing software leading to the release of new ActiveDisclosure in early 2021. In 2021, we made substantial progress transitioning clients to our new platform. We expect to complete that process later this year. New ActiveDisclosure is born in the cloud and re-imagined from the ground up. The platform transforms financial and regulatory reporting with seamless integration, simple and fast onboarding, and an array of intelligent core tagging and filing tools. Easy to get started, intuitive to use, and backed by the unparalleled support of DFIN experts, new ActiveDisclosure includes the collaboration tools and fast financial data linking our clients need without extra add-ons and hidden costs. This represents a significant step forward for the marketplace and SEC compliance. New ActiveDisclosure utilizes a modern security framework, delivering efficient financial reporting and SEC filings. Since its launch a year ago, New ActiveDisclosure has received tremendous market response, resulting in very strong client adoption. Our partnered network agrees as we received Oracle's built for NetSuite approval, making DFIN's New ActiveDisclosure the only SEC disclosure solution on NetSuite's suiteapp.com. NetSuite joins our valuable network that includes FloQast, Tipalti, Diligent and other best-in-class providers. We believe New ActiveDisclosure is the perfect fit for our market that is looking for a solution dedicated to SEC compliance and we are confident ActiveDisclosure's features, security, and user experience will bring clients increased value and choice. Another strong contributor to our recurring software growth is Total Compliance Management, a component of ArcDigital that serves our investment company clients. With the adoption of SEC Rules 30e-3 and 498A, which eliminated most of the need for print associated with financial reports and variable annuity summary prospectuses, we recognized an opportunity to serve our clients in new ways via software solutions. DFIN responded to the regulatory changes by introducing our digital content distribution solution, Total Compliance Management. The new software product provides clients with a software-based solution to manage the complexities of content management and digital distribution in a post SEC Rule 30e-3 and 498A environment. I am pleased with the strong traction Total Compliance Management has gained since its launch, which was a big driver of the net sales growth for our Investment Companies Software Solutions segment in 2021. We expect continued revenue lift in 2022 related to the strong adoption for this solution, albeit at a more modest pace than in 2021. Additionally, the clients who are already on the platform represent potential opportunities to expand their consumption of DFIN software offerings as future rule changes arise. Full year 2021 non-GAAP Adjusted EBITDA totaled $294.8 million, the highest in the history of DFIN, up $121.4 million or 70% compared to 2020. Our non-GAAP adjusted EBITDA margin expanded to a record 29.7% in 2021, a year-over-year improvement of approximately 1,030 basis points. This improvement is again driven by the continued improvement of our business mix, combined with prudent cost control and a strong market environment. Increased profitability and reduced interest payments helped to drive record annual free cash flow of $137.7 million. Strong operating performance and cash flow generation provided us the financial flexibility to accelerate investments in software development, reduce debt, and repurchase just under 1 million shares during the year. Our performance in 2021 represents another positive proof point in our transformational journey that started five years ago when we became an independent company. We are tracking significantly ahead of our original plan that underpins our 44 in '24 goal, that is deriving 44% of our sales from software solutions by 2024. But more importantly, the resulting financial profile consistent with that mix. Further, our 2021 results are also ahead of the subsequent updates to our long-term outlook we provided since our 2018 Investor Day. We will share updated long-term projections soon. Before I turn it over to Dave, I'd like to take this opportunity to highlight several areas of our transformation that demonstrate the kind of business and company we have become since our spin-off five years ago. First, and perhaps the most visible aspect of our transformation is our improved sales mix versus five years ago. In 2016, we were predominantly a print and services based company with a small software offering. We recognize the changing demand for our product offerings, the value we could offer to clients, and envision the future for our company as the market-leading regulatory and compliance solutions provider. Recognizing the need to serve our clients differently, we began our journey to develop the best software products in the market, coupled with our premier sales, service, and domain expertise to serve our clients globally. In the last five years, in addition to our investments in software development to modernize and expand our product offerings, we've improved sales and marketing capabilities and established third-party partnerships, all aimed at satisfying the highest value needs of our clients. Those actions enabled us to build a growing software solutions portfolio that reached $270 million in revenue in 2021 or 27% of our total sales, nearly doubling the 2016 software sales of $136 million or 14% of sales. The revenue change from 2016 to 2021 represents a compound annual growth rate of approximately 15%. Of the $270 million in software revenue, approximately 61% or $165 million is highly recurring in nature, serving the predictable compliance needs of our clients. Our Virtual Data Room product Venue accounts for the remaining 39% of software revenue. While sales growth of Venue has historically exceeded the growth of our transactional offering, Venue sales remain more volatile than our compliance offerings and have clearly benefited from the recent strength in capital markets transactions. Our recurring SaaS compliance products grew at an annualized rate of nearly 18% between 2016 and 2021, while Venue's growth rate approximated 14% annually during the same period. Overall, I am very encouraged by the performance of our software solutions portfolio and believe both our recurring compliance and transactional software products are well positioned for future growth. At the same time, we scaled up our software offerings. We also took actions to strategically reduce our low margin print and distribution revenue and significantly downsize our print production platform. Between 2016 and 2021, our print and distribution revenue declined by more than $180 million, the pace of decline accelerated in 2021 with approximately $100 million in lower print and distribution revenue, resulting from regulatory changes and our proactive exiting of low margin print contracts, which impacted our Investment Companies Compliance and Communications Management segment. On that $100 million of lower sales, we lost approximately $3 million in adjusted EBITDA. The reduction in printing was cash flow positive, given the elimination of the associated working capital requirements. Print and distribution sales made up approximately 20% of total sales in 2021, around half of the level in 2016. With our strong growth in software sales and the reduction in print and distribution, 2021 represented the crossover point. Full year net sales from software solutions exceeded net sales of print and distribution, a first for our company and a trend we expect to continue. Our mix shift was a major driver of DFIN's non-GAAP adjusted EBITDA margin expansion since 2016. Despite losing $180 million in print and distribution sales compared to 2016, we increased our non-GAAP adjusted EBITDA significantly, which in turn led to robust margin expansion. Our 2021 year-end Adjusted EBITDA margin reached 29.7% compared to a margin of 16.4% at the end of 2016. The step-up in EBITDA margin is a reflection of our revenue mix shift and aggressive cost management actions we took that targeted many aspects of our fixed cost structure, with a focus on our print platform, driving internal efficiencies and reducing our physical footprint. Through these actions, we achieved permanent fixed cost reduction, allowing us to create a more optimized and variable cost structure that closely aligned with our current business mix, a part of which is driven by cyclical market factors. Another result of our strategic transformation is a much healthier balance sheet achieved through significant leverage reduction over the last five years. At the time of our spin-off in 2016, we had nearly $600 million of net debt. We recognize the priority that debt reduction should occupy given our evolving business mix, including exposure to the cyclicality of capital market transactions. Through strategic capital allocation over a span of five years, we have reduced our net debt by approximately $500 million, which is equivalent to more than $14 per share. As a result, at year-end 2021, we have created the financial flexibility to continue to aggressively invest in software development where financially justified, and deliver value to shareholders through share repurchases. Given our current enterprise multiple, approximately four times trailing EBITDA, even when recognizing the cyclicality inherent in parts of our business, we view share buybacks as an attractive use of capital. Having repurchased approximately 2.1 million shares over the past two years, we have a new share repurchase authorization of $150 million. Looking forward, while we have benefited from the current strong corporate transactions market, continued improvements in our business mix, permanent fixed cost reductions, a strong balance sheet, and ongoing cost control position us well to continue to execute our strategic transformation. We will remain disciplined and thoughtful in our approach to all capital allocation in order to create long-term shareholder value. Finally, and perhaps what I am most proud of, the strength of our people and culture are enabling DFIN to become the company we strive to become. Following the spin-off in 2016, we defined a new culture, a culture based on respect, open and transparent communication, alignment, accountability, and a pay-for-performance mindset. A culture that serves the needs and wants of our three main constituents: employees, clients, and shareholders. Over the years, our culture has continued to evolve as the company evolved and as we responded to a changing world. I'm pleased that our cultural journey has resulted in many positive impacts on our people and organization. We strengthened our senior leadership team with leaders who will help us accelerate our shift to software. We launched My Total Wellbeing, a program focused on my money, my time, my health, and my career that provides our associates with the tools and resources to make their experience at DFIN more meaningful. Additionally, we demonstrated our firm commitment to diversity, equity, and inclusion, as we launched a DEI counsel and improved diversity representation. Most importantly, our actions have produced measurable results. Internally, through frequent pulse surveys, our employees are telling us that what we are doing is working. They are proud to be at DFIN and are aligned around our purpose. Externally, we are receiving praise in the marketplace for the progress we are making to transform our culture and enhance the employee experience. I am pleased that DFIN has been recognized as a Best Place to Work by Built in Chicago, for the third year in a row. And we recently became a Great Place to Work certified company based on our employees' positive feedback taken from the influential workplace survey. I believe if we continue to do the right things, we will continue to be an employer of choice and deliver superior results for our clients and shareholders. Before I share a few closing remarks, I would like to turn the call over to Dave to provide more detail on our fourth quarter financial results and our outlook for the first quarter of 2022.

Thank you, Dan and good morning, everyone. Before I discuss our fourth quarter financial performance, I'd like to provide an update on the LSC Multiemployer Pension Plan arbitration process. In November 2021, the arbitration panel ruled in favor of DFIN, allocating the liabilities one-third to DFIN and two-thirds to RR Donnelley. As part of the ruling, we received a $7.1 million reimbursement in the fourth quarter of 2021 from RR Donnelley for prior payments we made in excess of our allocated share of liabilities. In 2021, we recorded a net expense of $5.4 million and had $10.1 million accrued as of December 31, 2021 on a discounted basis based on our total expected future pre-tax payments of $12.3 million with annual payments ranging from $0.8 million to $1.1 million through 2033. The SG&A expense and reimbursement related to the LSC multiemployer pension liabilities are recorded within the corporate segment and are excluded from our non-GAAP results. Now turning to our fourth financial performance. We delivered another quarter of strong results, highlighted by 10.7% sales growth, a significant increase in quarterly non-GAAP adjusted EBITDA and strong year-over-year adjusted EBITDA margin expansion. Our software solution sales grew 36.2%, achieving yet another quarterly record. The capital markets transactional environment remained strong in the fourth quarter. In fact, the fourth quarter transactional sales of $106 million represented the second highest quarter of the year. Despite the strong activity, we saw a deceleration in year-over-year net sales growth versus the levels we experienced in the first three quarters of the year as a result of comparing against a very strong fourth quarter of 2020. Our focused execution and strong market position resulted in 17% transactional sales growth in the fourth quarter of 2020. Overall, I'm very pleased with our fourth quarter results which capped off an outstanding year for DFIN. On a consolidated basis, net sales for the fourth quarter of 2021 were $232.8 million, an increase of $22.5 million or 10.7% from the fourth quarter of 2020. Fourth quarter 2021 net sales represented the highest fourth quarter in the company's history and the sixth consecutive quarter of positive revenue growth. Software solutions' net sales in the fourth quarter increased by $19.6 million or 36.2%, primarily due to an acceleration of virtual data room activity in Venue, driven in part by a robust M&A environment. Our recurring compliance software offerings, which include new ActiveDisclosure and Arc Suite delivered 33% sales growth in aggregate. ActiveDisclosure sales growth of approximately 40% in the fourth quarter was the highest growth quarter of the year as sales momentum accelerated since its introduction. Arc Suite capped off a successful year by growing 28% in the fourth quarter as a result of the strong demand for our total compliance management solution. Tech-enabled services net sales increased by $17.5 million or 16.3% primarily due to increased capital markets' transactional and compliance activity. As I just noted, fourth-quarter 2021 sales faced tougher year-over-year comparison as the capital markets environment in the fourth quarter of 2020 was also robust. Print and distribution revenue decreased by $14.6 million or 30% primarily due to a regulatory-driven reduction in demand for printed materials within investment companies and less commercial printing where we have proactively exited certain low-margin contracts. Fourth quarter non-GAAP gross margin was 60.4%, approximately 1,270 basis points higher than the fourth quarter of 2020, primarily driven by favorable business mix, combined with lower overall print volume and the impact of ongoing cost control initiatives. Non-GAAP SG&A expense in the quarter was $79.3 million, $13.8 million higher than the fourth quarter of 2020. As a percentage of net sales, non-GAAP SG&A was 34.1%, an increase of approximately 300 basis points from the fourth quarter of 2020. The increase in non-GAAP SG&A is primarily due to sales commissions on higher sales, changes in the business mix, and higher incentive compensation associated with the strength of our full-year financial performance, partially offset by the impact of ongoing cost control initiatives. Our fourth quarter non-GAAP adjusted EBITDA was $61.3 million, an increase of $26.4 million or 75.6% from the fourth quarter of 2020. Our fourth quarter non-GAAP adjusted EBITDA margin was 26.3%, an increase of approximately 970 basis points from the fourth quarter of 2020, again primarily driven by favorable sales mix and ongoing cost control initiatives, partially offset by higher selling incentive compensation expenses. Turning now to our fourth quarter segment results, net sales in our Capital Markets Software Solutions segment were $50.6 million, an increase of 40.2% from the fourth quarter of 2020, primarily due to increased Venue virtual data room activity and continued growth in ActiveDisclosure subscriptions. Venue sales grew 48% and once again achieved record quarterly sales, driven by strong M&A activity as well as our in-market execution that boosted year-over-year growth and resulted in what we believe to be market share gains. Recurring compliance products, primarily ActiveDisclosure also had an excellent quarter, posting approximately 40% growth. As I mentioned, ActiveDisclosure's fourth quarter was the highest growth quarter of the year as sales momentum accelerated since the product was introduced a year ago. Non-GAAP adjusted EBITDA margin for the segment was 23.3%, an increase of approximately 250 basis points from the fourth quarter of 2020. The increase in non-GAAP adjusted EBITDA margin was primarily due to the increased sales, a favorable sales mix, as well as the impact of operating efficiencies, partially offset by higher incentive compensation and selling and marketing expenses. Net sales in our Capital Markets Compliance and Communications Management segment were $127.4 million, an increase of 18% from the fourth quarter of 2020, primarily due to strong capital market transactional activity. As expected, the year-over-year sales growth trend in the fourth quarter moderated versus the first three quarters of 2021. Activity levels in the fourth quarter of 2020 were robust, which led to a more challenging year-over-year comparison relative to the first nine months of the year. While the year-over-year growth trend decelerated to 17%, the absolute level of activity remained robust. As I mentioned earlier, transactional sales in the fourth quarter were $106 million, which represented the second highest quarter of the year. Non-GAAP adjusted EBITDA margin for the segment was 41.4%, an increase of approximately 600 basis points from the fourth quarter of 2020. The increase in non-GAAP adjusted EBITDA margin was primarily due to the increased sales volume and favorable sales mix, partially offset by higher selling and incentive compensation expenses. 2021 was an exceptional year for equity capital markets activity, highlighted by unprecedented levels of SPAC IPOs, a substantial uptick in traditional IPOs as well as a resurgence in M&A activity following years of decline. Our industry-leading portfolio of solutions dedicated to our clients' private to public journey enabled DFIN to further strengthen our market position. 2021's robust transactional market combined with focused execution propelled DFIN to achieve record full year transactional revenue and consolidated profit. While the recent market volatility has dampened enthusiasm in the SPAC market, we are optimistic the pipeline of approximately 600 new public companies from completed SPAC registrations that are actively looking for acquisition targets will generate future deals. Our strong market position and transactional filling business positions us well to capture a significant portion of future De-SPAC activity, which on average represents 10 times the value of an initial SPAC registration transaction. Additionally, these transactions provide a pipeline for recurring software subscriptions to support our clients' ongoing compliance requirements. Net sales in our Investment Companies Software Solutions segment were $23.2 million, an increase of 28.2% from the fourth quarter of 2020, primarily due to continued strong demand for ArcDigital, our total compliance management offering, as investment companies' clients turned to digital alternatives in their transition away from print. In addition, growth in ArcPro related to new subscription activity and organic growth from existing clients also fueled the growth in this segment. Non-GAAP Adjusted EBITDA margin from the segment was 20.3%, an increase of approximately 370 basis points from the fourth quarter of 2020. The increase in non-GAAP adjusted EBITDA margin was primarily due to operating leverage and the increase in sales and favorable sales mix, partially offset by higher incentive compensation expense and increased allocations of overhead. Net sales in our Investment Companies Compliance and Communications Management segment were $31.6 million, a decrease of $16.5 million or 34.3% from the fourth quarter of 2020 due to the impact of regulatory changes and a reduction of print sales related to contracts we have proactively exited. Non-GAAP adjusted EBITDA margin for the segment was 15.8%, approximately 2,250 basis points higher than the fourth quarter of 2020. The increase in non-GAAP adjusted EBITDA margin was primarily due to a reduction in overall expense within the segment as a result of the consolidation of our print platform and reduced overhead costs based on the lower activity level in this segment. As part of our continuous focus to streamline print operations and variabilize our cost structure, by year-end 2021, we had shifted 100% of our offset print production needs to our third-party vendor network, creating a fully variable cost structure. Going forward, we will continue to operate a digital-only print platform to meet the demand for higher value quick turn requirements. Regarding the regulatory changes that will continue to reduce demand for print in this segment, the 2021 impact on net sales and non-GAAP adjusted EBITDA were approximately $100 million and $3 million, respectively. We expect an incremental impact in net sales of approximately $40 million and only a de minimis impact on non-GAAP adjusted EBITDA in 2022. In aggregate, the expected impact of net sales remains in line with previous guidance, while the adjusted EBITDA impact is favorable to previous guidance. Non-GAAP unallocated corporate expenses were $13 million, an increase of $2.4 million in the fourth quarter of last year. The increase in unallocated corporate costs was primarily due to increased incentive compensation driven by the strong performance, partially offset by the impact of ongoing cost control initiatives. Free cash flow in the quarter was $62.7 million and full year free cash flow was $137.7 million, an increase of $14.6 million over full year 2020. The improvement in free cash flow was primarily due to the flow-through of higher adjusted EBITDA, partially offset by higher cash taxes, an increase in working capital, and additional capital expenditures. We ended the year with $124 million of total debt and $69.5 million of non-GAAP net debt, a reduction of $106.5 million and $87.4 million respectively versus year-end 2020. As of December 31, 2021, our non-GAAP net leverage ratio was 0.2 times, down 0.7 times from the fourth quarter last year. We repurchased approximately 358,000 shares of our common stock during the fourth quarter for $13.7 million at an average price of $38.42 per share. For the full year 2021, we repurchased approximately 973,000 shares of our common stock for $32.4 million at an average price of $33.30 per share. As of December 31, 2021, we had approximately $17.7 million remaining on our $50 million stock repurchase authorization. Further, so far in 2022, we have used nearly the entire remaining $17.7 million repurchase authorization. As noted in our earnings release and as Dan mentioned earlier, our Board of Directors recently approved a $150 million common stock repurchase authorization that expires on December 31, 2023, replacing our existing plan, which again was nearly fully utilized during the first several weeks of 2022. This repurchase program demonstrates management's, as well as the Board's confidence in our strategy and our deep belief in the intrinsic value of our company. We plan to be more aggressive with repurchasing shares in 2022 as part of our broader capital allocation strategy that will also feature additional investments in technology development and debt reduction or cash fill. At the same time, we will maintain our disciplined approach on all capital deployment. Lastly, at year-end 2021, our pension and other post-retirement plans were $42.5 million underfunded, an improvement in funding levels of approximately $10 million compared to year end 2020. Next, I wanted to provide an update on our long-term guidance as well as our outlook for the first quarter. As Dan mentioned earlier, we are in the process of updating and refining our long-range model. We provided our original five-year plan during the May 2018 Investor Day and have since updated our long-term expectations on a yearly basis relative to our original plan. Given our performance is well ahead of our original plan as well as ahead of our updated long-term guidance, we plan to update our projections and look forward to sharing those soon. As it relates to our outlook for the first quarter of 2022, we expect continued strength in the growth trajectory of our recurring compliance software offerings. We expect sales from print and distribution to continue to decline, but with minimal adjusted EBITDA impact. As I've noted several times over the last few years, the transactional pieces of our business are challenging to forecast regardless of the economic environment. While there is a large pipeline of activity, including 600 SPACs looking for a merger, recent market volatility has delayed some deals at the end of 2021 and in early 2022. We remain enthusiastic about the future demand for M&A as this volatility subsides and are very well positioned in this area. With that as the backdrop, we expect consolidated first quarter revenue in the range of $210 million to $230 million and non-GAAP adjusted EBITDA margin in the mid-20% range, much stronger than our historical first-quarter margins with the exception of the first quarter of 2021 where transactional revenue was nearly double the level we recorded in the first quarters of both 2019 and 2020. Regarding my comment on our expected adjusted EBITDA margin in the first quarter being higher than historical margins, this is an important proof point that our evolving mix of revenue and permanent reductions to the cost structure are driving sustainable adjusted EBITDA margin expansion. As an example, in the first quarter of 2020, net sales were $220.7 million and adjusted EBITDA margin was 13.6%. Similarly, in the first quarter of 2019, net sales were $229.6 million and adjusted EBITDA margin was 10.3%. And at an expected similar level of net sales in the first quarter of 2022, our expected adjusted EBITDA margin is over 1,000 basis points higher than we generated just two years ago and approximately 1,500 basis points higher than three years ago. Certainly, the outstanding results we posted in 2021 will be tough comparisons. Still, taking a more holistic view of the longer-term trend in profitability provides insight into the sustainable margin expansion we are delivering. With that, I'll now pass back to Dan.

Thanks, Dave. It is clear that our transformation efforts have enabled DFIN to become more profitable, focused, and resilient. We have plenty of work ahead of us as the opportunities ahead exceed what we have accomplished over the past five years. We will continue to focus on accelerating software growth and pursuing other initiatives in support of our strategy to be the market-leading provider of regulatory and compliance solutions. We will also continue to operate efficiently and remain disciplined and thoughtful in our approach to capital allocation to deliver increasing value to our clients, employees, and shareholders. 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, stay safe and healthy. Now with that, operator, we're ready for questions.

Thank you. Our first question is from Charles Strauzer with CJS Securities. Your line is open.

Hi. Good morning.

Good morning, Charlie.

So, when I consider the Q1 guidance, particularly the margins you just mentioned, can you provide us with more details on the assumptions behind those margins?

Yeah, Charlie. This is Dave. Thanks for the question. When we examine our historical margin with similar revenue levels from 2020, the first quarter margin was 13.6%. In 2019, it was just over 10%, or 10.3%. In contrast, the mid-20% range we're projecting for the first quarter of '22 highlights a significant improvement driven by several factors. First, there’s the changing revenue mix, with a shift towards more software and less print, along with permanent cost reductions. Additionally, as noted in my prepared remarks, the expected margin for Q1 '22 is 1,000 basis points higher than what we experienced in '20 and nearly 1,500 basis points higher than in 2019. We firmly believe that the recurring software compliance offering will experience double-digit growth, not just in the first quarter but also in the longer term. Print is continuing to decline due to two main factors, one being the tail end of the regulatory impact from some exited contracts, which will contribute about $40 million primarily in the first half of the year, having minimal impact on EBITDA. Regarding transactional matters, we have encountered some delays in closing deals at the beginning of the year due to market volatility. However, our pipeline, particularly from a De-SPAC perspective, remains robust. This represents the most significant variable we are monitoring, and depending on how volatility trends in the first quarter, if it begins to lessen, we anticipate a resurgence in activity based on our pipeline.

Great. That's very helpful. And then just a follow-up for you. Looking at kind of the torrid pace of new SPACs that come to market that you mentioned, I think it's nearly over 600 new SPACs in the marketplace looking for a target, and as we are seeing SPAC, are you still seeing growth in backlog from those kinds of companies, if we get software offerings?

We are successfully converting both the clients from our initial SPAC registration at a high rate and also gaining market share on De-SPAC transactions for those without the initial registration. Additionally, there is a significant opportunity for ongoing recurring compliance revenue with ActiveDisclosure, which we are excited about. Dan, would you like to add anything?

Hi. Yeah. Thanks, Dave. I guess, yeah, I think your comments are spot on and then I'd add is, if we look over the past five years, the SaaS growth has been about 15%. So, it's a doubling of revenue. The 2021 market was tremendous certainly for parts of our business, presents some comparable issues, but with the backlog that we see, maybe not, time will tell on market volatility and the impact of how that flows through transactions. But when we look ahead over the next five years, we see it being a lot of the same, which is mid-teens growth in our software products, propelled by higher growth in the compliance recurring offerings with growth in Venue being projected a bit lower than that, but with upside from transactional market activity, and print continues to decline. And so when you get five years out from now, when we look at new regulations, we look at some new cases, you get to add without those baked in, you get to a doubling of SaaS revenue, call it $500 million plus software revenue with print being less than $100 million. So that's an additional $250 million or so of software revenue and about $100 million or so less of print, which is really a tremendous mix shift. And when we think about that, we think about it on two factors. One is, it drives strong profitability, and the second is it also starts to shift the predictability of the business. So excited about what we've accomplished, as I said in my remarks over the first five years and more excited about what the opportunity that lies ahead is.

Excellent. Thank you very much.

Thank you.

The next question is from Pete Heckmann with D.A. Davidson. Your line is open.

Hey. Good morning, gentlemen. Thanks for taking the question. Could you provide us, I think I missed it, the full year transactional revenue? I think you said for the fourth quarter it was 106. What was full year again?

See, let me look that up and come back to you. I just want to make sure I give you the correct number.

Okay. And then as a follow-up on that question. I think historically back at the Analyst Day, you had a breakdown of that transactional revenue. The biggest components at that time I think were IPOs, then M&A, then corporate debt issuance, then kind of other maybe bankruptcy, besides printing revenue. How has the mix shift changed in terms of how you think about, at least in 2021, how you thought about the contribution from the SPAC mergers and the increased filing activity that comes from that?

Yeah. Craig, you want to take that one?

Yeah. This is... So this is Craig, and then I'll – Dave, I’ll let you take the financial part of it. I think for me in 2021, the capital markets were primarily driven IPO SPAC, M&A, the resurgence of that, but the real story is the link back to software. So we have this terrific transactional revenue and all that big what that was. But this portfolio of software that is really this link to the clients using our deal room for the pipe, using our ActiveDisclosure for SPAC, for the De-SPAC or during the De-SPAC deal and those companies are reporting on our new ActiveDisclosure going forward. So, it's really the ecosystem that the transactional revenue was created for us, the nexus of regulatory compliance in governance that we're able to play out to take on our legacy business to really drive software, as Dan stated. And then Dave, I'll turn it back to you for the financials.

Great. Thanks, Craig. And Pete, just to follow up on the last question. So, full year number was just under $405 million. And then, as Craig alluded to kind of the shifting mix, right? We get the inbound IPO activity and whether a SPAC or regular way IPO, obviously we've seen tremendous lift in from the registrations as well as the De-SPAC transactions, which again, the pipeline remains fairly robust with the 600 companies or so out there looking for merger deals. But for us, I mean, you look at the long-term benefit, it's exactly what we said earlier and what Craig alluded to around transitioning these clients to the software offering.

Got it. All right. That's helpful. And just a reminder, is it correct to think that in 2021 the toughest comparisons are in the first and fourth quarters?

Yeah. So when you look at, you're talking specifically from a transactional perspective?

Yeah. I mean overall, but yes, they are primarily from transaction.

Yeah. So the two largest quarters of the year for transactional were Q3 and Q4. We really saw transactional ramp up during the year.

The next question is from Charles Strauzer with CJS Securities. Your line is open.

Hey. Just a couple of quick follow-ups, please. I know you talked about the, assuming the kind of for 44%, in '24 in your long-term guidance, just maybe a little sneak peek there as to what your thoughts are behind that? Thanks.

Yeah, Charlie. So, when you look at what we mentioned, we're well ahead of the initial guidance we gave and frankly even well ahead of the updated interim guidance. So we're taking a closer look at that. I think, we mentioned in our prepared remarks and answered your question earlier around Q1, we have some permanent changes to the cost structure that we're layering in. So from a margin perspective that longer-term trend is very healthy. I think when you look at the software pieces, Dan mentioned the overall software growth in the mid-teens with the recurring compliance software growing a little bit higher and then Venue, probably a little bit lower. But obviously that could be higher depending on what happens with capital markets activity, which really supports that. And then from an overall print perspective, aside from the $40 million in print decline that we talked about this year, our expectation would be that print continues to decline at kind of the historical secular rate of roughly 4% to 5%. And again, the biggest wildcard remains transactional. We'll be clear about what our assumptions are in the projections that we give around the transactional activity, but again, kind of the caveat is that we have the least visibility there and that can swing either way, but we'll be clear on what our underlying assumptions are for transactional.

Great. Thanks. Lastly, the interest expense increased significantly in Q4. How should we view interest expense as we move into 2022?

Yeah. So that will drop going forward. I think when you look at the refinancing that we did, we took out the eight and a quarter 2024 notes on October 1, and that should reduce interest by about $14 million per year or so. So on a go forward basis that would be the expectation.

Great. Thank you. Thank you for taking the other questions. Thank you.

Thank you.

We have no further questions at this time. My apologies, we do have a question from Raj Sharma with B Riley. Your line is open.

Hi. Good morning, guys.

Hi, Raj.

I wanted to ask about the impact of print for the year. You had previously mentioned print declines and that it would be around $30 million left before 2022. Is that still the case? And will this mostly occur in the first half or the second half?

Yeah. So Raj, the number is $40 million; that's the tail end of the regulatory impact in contracts that we were exiting. The lion's share will happen in Q1 and Q2, as you noted.

Going forward, how should we view the gross margins for each division since print is declining significantly? Can you discuss the divisions related to software gross margins, print gross margins, and tech-enabled segments? I'm curious about how all of this is shaping up, especially since the product mix seems to be improving in terms of gross margins.

Yeah. So, there are a couple of different factors there. I would say at the highest level when we look at the acceleration or continued, I should say software growth that will typically carry higher than average gross margins with the print decline that should also help gross margin. I think probably the biggest factor will be the level of transactional work that we do, which again typically has a pretty high gross margin. In the prepared remarks, I mentioned the guidance on Q1 for EBITDA margin is in the mid-20% range; that's down a bit year-over-year and a lot of that impact will show up in gross margin, and again it's just based on some of the pause we've seen here recently with the market volatility.

Right. And then regarding the guidance for Q1, what transactional percentage are you assuming in that guidance with the number?

We expect that transactional revenue will decline compared to last year. In the first quarter of 2021, we reached approximately $90 million, and we anticipate that transactional revenue will be lower than that this time.

Could you provide more details about the transactional volume so far in the first quarter, especially in relation to the large pipeline for SPACs and the search for 600 mergers? Additionally, how are you observing the volumes for debt and IPOs right now, and what are your expectations moving forward? Venue is also connected to this, which you believe may not reflect the current transaction activity accurately.

I’ll begin and then let Craig add his thoughts. Our observations regarding market volatility and its effects on activity in the early weeks of the year apply to the transactional space as a whole, not just SPAC transactions. While the debt side may not significantly influence our overall financials, I want to address your point about Venue. Venue is often not strongly linked to the number of completed deals; there might be activity behind the scenes or private company transactions that don’t affect other areas of our transactional business. However, we are seeing positive activity there as well. Craig, would you like to share more?

Yeah. Thank you for the question. We have certainly the December and the early days in 2022, they are imbalances by the geopolitical issues and the pandemic. What we're seeing from our clients working is this business cycle is kind of normalizing for these extremes. So if you look at the IPO segment just specifically, the first IPOs especially in January were small midcap offerings. There was only one offering over $1 billion PPG, which was a decent deal. And then you look at the pipeline, so post President's Day, there are several potential large IPO that have the ability to launch sort of Bausch Health spin-offs, Solta Medical, and Bausch & Lomb, Savers Value. So there are IPOs that have that ability to go on the road show and so we're really hearing, seeing from our clients that there is some strength that we'll see in the later part of Q1. Clearly, you've mentioned SPACs, the 600 SPACs searching for the business combinations, we have the headlines for SPACs that's certainly not been great. Cancellations of the redemption rates, that as we hear and see from our clients is a natural shake out, sort of the companies and businesses that weren't quite ready for the public market. So this recent volatility has certainly dampened enthusiasm for SPACs. But again, what we're seeing and hearing from our clients and the work that they're doing in preparation, that the underlying market is still strong. We think the market is efficient. We are going to see SPACs combine to go after targets. We're going to see consolidation. But it's created again this terrific ecosystem for us. Again, our position with Venue and software and ActiveDisclosure, super strong. So, then as you get to Venue, our clients are using that. We believe we're taking share. We have a product that stands above our competitors, we believe because of our product excellence, the security, the PII that we have embedded in it, which instantly redacts content to sort of bond in redaction, and then certainly the artificial intelligence component of it. So, we have delivered in Venue. Our pipeline is still at a terrific level. We believe that outside of any market we're going to continue to take share, which gives us confidence for 2022.

Great. I have one last question before I take it offline. Regarding software, how should we view your market share in key product lines compared to your competitor Workiva? Software is clearly robust, but your overall valuation seems to be significantly impacted by the episodic nature of your transaction business. I would like to understand your position in the software market and whether you are gaining market share. Additionally, could you comment on how your transaction business affects your overall valuation?

Thank you for the question. Looking at our overall software growth this year, including both compliance and transactional software, we believe we performed very well in our markets. We face different competitors depending on the product, and there isn't one direct competitor that covers everything we do. However, when we analyze the different segments, we are very proud of our performance and optimistic about future developments based on what we are creating and the feedback from the market across both businesses and various software lines. Regarding valuation, I mentioned earlier that based on our trailing EBITDA, we are currently trading at about four times EBITDA, not four times revenue, which we find attractive. We've approved a larger buyback and it’s essential to focus on how we've managed our balance sheet, giving us the financial flexibility to execute our strategy, including buybacks. We understand our intrinsic value and acknowledge some volatility in certain product lines, yet we have many recurring product lines that are stable and trade at much higher market valuations. So, we share that sentiment.

All right. I'll take my questions offline. Thank you.

Thank you.

Great. Thank you very much and thank you everyone for joining. We will look forward to connecting following our Q1 results in May, and hope we can speak to many of you in the interim. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.