Donnelley Financial Solutions Q2 2025 Earnings Call Transcript

Quartr
Provided by Quartr
July 31, 2025

Key Takeaways

  • Positive Sentiment: Delivered record quarterly Software Solutions net sales with 8% overall growth and ~15% growth in recurring compliance software offerings.
  • Positive Sentiment: Achieved a 35% adjusted EBITDA margin—the second highest in company history—and generated strong sequential improvements in operating and free cash flow.
  • Negative Sentiment: Print and distribution net sales declined by 26% (~$14 million) as the tailored shareholder reports regulation and a broader secular shift reduced print volumes.
  • Negative Sentiment: Capital markets transactional revenue hit a historic low of $34.8 million, and although Q3 guidance assumes a sequential recovery, it remains down year-over-year.
  • Positive Sentiment: The Board authorized a new $150 million share repurchase program and repurchased $76 million year-to-date, reflecting disciplined capital allocation.
AI Generated. May Contain Errors.
Earnings Conference Call
Donnelley Financial Solutions Q2 2025
00:00 / 00:00

There are 6 speakers on the call.

Speaker 5

Hello, and thank you for standing by. My name is Lacey, and I will be your Conference Operator today. At this time, I would like to welcome everyone to the Donnelley Financial Solutions' second quarter earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the conference over to Mike Zhao, Head of Investor Relations. You may begin.

Speaker 2

Thank you. Good morning, everyone, and thank you for joining Donnelley Financial Solutions' second quarter 2025 results conference call. This morning, we're with our earnings report, including a set of supplemental trending schedules 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 uncertainty. For a complete discussion, please refer to the cautionary statements included in our earnings release and further details in our most recent annual report on Form 10-K, 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 and adjusted EBITDA margin.

Speaker 2

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 Daniel N. Leib, Dave Gardella, and other members of management. I will now turn the call over to Dan.

Speaker 3

Thank you, Mike, and good morning, everyone. We delivered solid second quarter results highlighted by record quarterly software solutions net sales, strong adjusted EBITDA margin, and increases in both operating cash flow and free cash flow, all in the context of a challenging yet improving environment. We posted approximately 8% sales growth in our software solutions, including approximately 15% sales growth in our recurring compliance software offerings, all while continuing to drive operating efficiencies and investing further in our transformation. Our second quarter results once again demonstrated the resilience of our operating model and the sustainability of our performance as our business mix continues to evolve. As we entered the second quarter, difficult operating conditions persisted for much of April, most acutely in our capital markets transactional offerings due to market uncertainty.

Speaker 3

As the quarter progressed, we saw improving trends not only in market activity but also with respect to our own results. This stabilization supported a strong sequential rebound in transactional activity and related results from April to May, as well as from May to June. We are encouraged by the positive trajectory within the second quarter. A key area that reflects the success of our execution in the second quarter was our strong adjusted EBITDA margin performance. While the second quarter is a continuation of a prolonged multi-year downturn in capital markets transactional activity, our business remains fundamentally and substantially more profitable than it had been historically. Our second quarter adjusted EBITDA margin of 35% was the second highest quarterly EBITDA margin in our history, and trailing four-quarter EBITDA margin is 29.1%, despite the ongoing headwinds of a weak transactional market.

Speaker 3

Another area I would like to highlight is continued momentum in our software offerings, where we delivered year-over-year net sales growth of approximately 8%, despite a slight decline in our largest software offering Venue, which faced a tough comparison, having grown 38% in last year's second quarter. Software solutions made up 42.3% of total second quarter net sales, up approximately 700 basis points from last year's second quarter sales mix. As a reminder, the second quarter, largely due to the annual meeting and proxy season, historically represents our largest quarter overall, yet represents a seasonal low for software as a percentage of revenue. On a trailing four-quarter basis, software solutions comprised 45.1% of total net sales, an increase of approximately 610 basis points from the second quarter 2024 trailing four-quarter period.

Speaker 3

Our second quarter software solutions net sales growth continues to be led by the performance of our recurring compliance and regulatory-driven products, ActiveDisclosure and ArcSuite, which grew approximately 15% year-over-year in aggregate. Importantly, ActiveDisclosure and ArcSuite each posted double-digit sales growth for the third consecutive quarter. For ActiveDisclosure, this growth was driven by the momentum in services revenue as a result of the continued adoption of our service package offerings, combined with the migration of certain traditional compliance activities to software, a trend we expect to continue going forward. In the case of ArcSuite, the improved growth rate was primarily driven by the tailored shareholder reports regulation. Consistent with our expectation, we have realized software solutions net sales of approximately $11 million related to the TSR regulation since the effective date of July 2024.

Speaker 3

As we overlap the incremental year-over-year benefit from the tailored shareholder reports regulation in the third quarter, we expect ArcSuite to exhibit a more normalized growth profile beginning in the third quarter. As an end-to-end software solution for investment company financial and regulatory reporting, ArcSuite is well positioned to capture additional growth as the industry increasingly looks to improve efficiency, automate processes, and comply with evolving regulatory requirements. As it relates to Venue, following a moderate decline in the first quarter, sales accelerated in the second quarter and were nearly flat compared to last year's second quarter. The resilient level of underlying activity taking place on the platform, including activity from a large project, combined with improved go-to-market execution, enabled Venue to mostly offset the impact of several large projects, which benefited last year's second quarter results.

Speaker 3

We remain encouraged by Venue's strong performance, which reflects strong sales execution across Venue's broad application within the M&A ecosystem that serves both announced and unannounced deals across public and private companies. This results in more resilient, stable demand than our transactional offerings, which primarily serve public company, M&A, IPO, and debt transactions. Our continued revenue makeshift towards software solutions was expected by a reduction in print and distribution net sales, which declined by approximately $14 million or 26% compared to the second quarter of 2024. This reduction was mostly realized in the printing and distribution of corporate proxy statements and annual reports, as well as lower print volumes as a result of the tailored shareholder reports regulation, which significantly reduced page counts for mutual fund reports. On a trailing four-quarter basis, print and distribution revenue is $117 million and makes up approximately 16% of our trailing four-quarter sales.

Speaker 3

As we continue to execute our strategy to transform Donnelley Financial Solutions into the leading provider of compliance and regulatory solutions, served predominantly via software and services, we remain on target to deliver our latest five-year plan, which was updated in February of last year. Before I share a few closing remarks, I would like to turn the call over to Dave to provide more details on our second quarter results and our outlook for the third quarter. Dave?

Speaker 2

Thanks, Dan, and good morning, everyone. As Dan noted, we continue to experience positive momentum in the adoption of our software solutions, for which sales increased approximately 8% year-over-year, including approximately 15% net sales growth in our recurring compliance software products. Despite a very weak capital markets transactional environment, our software performance enabled us to deliver another quarter of improved sales mix, strong adjusted EBITDA margin, and year-over-year improvements in both operating cash flow and free cash flow. As Dan commented earlier, following a very soft start to the quarter, driven by heightened market volatility and economic uncertainty, our results improved sequentially throughout the quarter as market conditions gradually stabilized and deal activity began to recover. On a consolidated basis, total net sales for the second quarter of 2025 were $218.1 million, a decrease of $24.6 million, or 10.1% from the second quarter of 2024.

Speaker 2

The decrease in consolidated net sales was driven by lower volume in our compliance and communications management segments, which decreased by $31.2 million in aggregate, with compliance revenue across the capital markets and investment companies' businesses accounting for approximately $19 million of that decline. The reduction in compliance revenue was mostly reflected in lower print and distribution volume related to both the ongoing decline in this area, consistent with recent trend, as well as the timing impact of certain investment companies' print volume that shifted from the second quarter into the first quarter of this year. In addition, total event-driven transactional revenue declined approximately $13 million year-over-year, primarily a result of the depressed level of capital markets transactional activity during the quarter. These declines were partially offset by growth in software solutions net sales, which increased $6.6 million or 7.7% compared to the second quarter of last year.

Speaker 2

Second quarter adjusted non-GAAP gross margin was 63.7%, approximately 70 basis points lower than the second quarter of 2024, primarily driven by lower capital markets transactional volume, partially offset by higher software solutions net sales, the impact of cost control initiatives, and price uplifts. Adjusted non-GAAP SG&A expense in the quarter was $62.6 million, a $6.4 million decrease from the second quarter of 2024. As a percentage of net sales, adjusted non-GAAP SG&A was 28.7%, an increase of approximately 30 basis points from the second quarter of 2024. The decrease in adjusted non-GAAP SG&A expense was primarily driven by a reduction in selling expense related to lower sales in certain areas, the impact of cost control initiatives, and lower bad debt expense, which continued to normalize in the second quarter.

Speaker 2

Our second quarter adjusted EBITDA was $76.3 million, a decrease of $10.9 million or 12.5% from the second quarter of 2024. Second quarter adjusted EBITDA margin was 35%, a decrease of approximately 90 basis points from the second quarter of 2024, primarily driven by lower capital markets transactional volume, partially offset by higher software solutions net sales, cost control initiatives, and lower selling expense as a result of the decrease in sales volume. Turning now to our second quarter segment results, net sales in our Capital Markets software solutions segment were $59.1 million, an increase of $1.8 million or 3.1% from the second quarter of last year, driven by ActiveDisclosure, which was up $2.2 million year-over-year, partially offset by a slight decline in Venue.

Speaker 2

During the second quarter, ActiveDisclosure sales grew approximately 11%, a continuation of the stronger growth trend we experienced over the last two quarters, primarily driven by the continued adoption of ActiveDisclosure services packages and the ongoing migration of certain activities historically performed on our traditional services platform to ActiveDisclosure. We remain encouraged by ActiveDisclosure's solid foundation for future revenue growth. During the second quarter, Venue posted $37.3 million in revenue, aided by a large project that partially offset last year's several large projects and was down approximately 1% year-over-year, against the robust performance from last year's second quarter when Venue achieved record quarterly revenue and grew approximately 38%. In addition, Venue delivered strong sequential improvement in revenue, increasing approximately 22% from the first quarter.

Speaker 2

Adjusted EBITDA margin for the segment was 37.9%, an increase of approximately 90 basis points from the second quarter of 2024, primarily due to the increased sales and cost control initiatives. Net sales in our Capital Markets Compliance and Communications Management segment were $93.5 million, a decrease of $20.3 million or 17.8% from the second quarter of 2024, driven by lower transactional revenue as well as a reduction in compliance volume, part of which was related to lower print and distribution, consistent with recent trend. In the second quarter, we recorded $34.8 million of capital markets transactional revenue, which was at the low end of our expectation and down $10.4 million from last year's second quarter, resulting in the lowest level of quarterly transactional revenue in our history.

Speaker 2

Following a modest rebound in the first quarter, global equity deal volume declined sharply in April as a result of escalating market volatility and macroeconomic uncertainty. Following the slow start to the quarter, market conditions gradually improved with modest upticks in activity levels during May and June, resulting in sequential improvement as the quarter progressed. That said, overall transactional activity in the second quarter remained well below historical norms, with regular way IPO transactions that raised over $100 million and large public company M&A deals below last year's levels. Capital markets compliance revenue decreased by $9.9 million, primarily due to lower proxy statement and annual report volume and the related printing and distribution, consistent with our experience during last year's proxy and annual meeting season. In addition, the weak transactional environment resulted in lower market demand for certain event-driven filings, such as 8K and special proxies associated with corporate transactions.

Speaker 2

Finally, as I commented earlier, certain traditional compliance activity shifted to ActiveDisclosure during the second quarter. Adjusted EBITDA margin for the segment was 39.4%, a decrease of approximately 80 basis points from the second quarter of 2024. The decrease in adjusted EBITDA margin was primarily due to lower sales volume, partially offset by lower bad debt expense, lower selling expense, and cost control initiatives. Net sales in our Investment Company Software Solutions segment were $33.1 million, an increase of $4.8 million or 17% versus the second quarter of 2024, primarily driven by incremental revenue from our tailored shareholder report solution. On a trailing four-quarter basis, total ArcSuite reached approximately $126 million in net sales and grew approximately 17% compared to the trailing four quarters as of last year's second quarter, driven by growth in subscription revenue, including the impact of the tailored shareholder report solution.

Speaker 2

As Dan noted, based on the mid-year 2024 effective date, we will overlap the growth from this new regulation in the second half of the year, and as such, we expect a more normalized growth rate beginning in the third quarter. Adjusted EBITDA margin for the segment was 42.9%, an increase of approximately 370 basis points from the second quarter of 2024. The increase in adjusted EBITDA margin was primarily due to operating leverage on the increase in net sales and price uplifts, partially offset by higher service-related costs associated with the tailored shareholder reports offering. Net sales in our investment company's compliance and communications management segment were $32.4 million, a decrease of $10.9 million or 25.2% from the second quarter of 2024, primarily driven by lower print and distribution volume, which accounted for $9.6 million of the year-over-year decline.

Speaker 2

Second quarter print and distribution revenue within this segment was impacted by the timing shift into this year's first quarter of certain volume related to tailored shareholder reports for the regulated insurance market, as well as lower page counts related to tailored shareholder reports for the mutual fund industry. As a reminder, the tailored shareholder reports regulation eliminated the demand for full-length shareholder reports at the fund level and replaced them with two to four-page summary documents at the share class level, resulting in a net reduction in print. With the second quarter being a peak period for mutual fund compliance, the year-over-year reduction on the overall page count was significant in the second quarter as a result of the TSR regulation. We expect this dynamic will become less meaningful in the second half of the year as we overlap last year's second half impact of this regulation.

Speaker 2

Going forward, we expect a broader secular decline in the demand for printed products will continue to result in lower print and distribution revenue within this segment. Adjusted EBITDA margin for the segment was 38.9%, approximately 340 basis points lower than the second quarter of 2024. The decrease in adjusted EBITDA margin was primarily due to the impact of lower sales volume, partially offset by cost control initiatives. Non-GAAP unallocated corporate expenses were $9.7 million in the quarter, an increase of $0.5 million from the second quarter of 2024, primarily due to higher investments aimed at accelerating our transformation and higher healthcare expense, partially offset by cost control initiatives. Free cash flow in the quarter was $51.7 million, $14.9 million higher than the second quarter of 2024.

Speaker 2

The year-over-year increase in free cash flow was primarily driven by favorable working capital and lower capital expenditures, partially offset by lower adjusted EBITDA. On a year-to-date basis, the strong free cash flow generation during the second quarter enabled us to achieve positive free cash flow through the first half of the year. For reference, our cash flow is seasonal, with the majority of it generated in the second half of the year. We ended the quarter with $190.1 million of total debt and $156.3 million of non-GAAP net debt, including $77 million drawn on our revolver. As of June 30, 2025, our non-GAAP net leverage ratio was 0.7 times. Regarding capital deployment, we repurchased approximately 787,000 shares of our common stock during the second quarter for $34.3 million at an average price of $43.56 per share.

Speaker 2

Year to date, through June 30th, we've repurchased approximately 1.6 million shares for $76.1 million at an average price of $46.18 per share. During the second quarter, the Board of Directors authorized a new share repurchase program of up to $150 million, with an expiration date of December 31, 2026. This repurchase authorization, which commenced on May 16, 2025, replaced the prior authorization, which was nearly fully utilized. As of June 30, 2025, we had the full $150 million remaining on the new authorization. We continue to view organic investments to drive our transformation, share repurchases, and net debt reduction as key components of our capital deployment strategy and will remain disciplined in this area.

Speaker 2

As it relates to our outlook for the third quarter of 2025, we expect consolidated third-quarter net sales in the range of $165 million to $175 million and adjusted EBITDA margin in the range of 23% to 25%, which at the midpoint is similar to last year's third quarter, where we posted adjusted EBITDA margin of approximately 24%. Compared to the third quarter of last year, the midpoint of our consolidated revenue guidance, $170 million, implies a reduction of $9.5 million or 5.3%, as lower print and distribution sales and lower capital markets transactional sales are expected to more than offset growth in software solutions. We expect Venue to be approximately flat to last year's third quarter, similar to the year-over-year change we recorded in the second quarter.

Speaker 2

Further, our estimates assume capital markets transactional net sales in the range of $35 million to $40 million, which at the midpoint is down approximately $8 million from last year's third quarter. With that, I'll pass it back to Dan.

Speaker 3

Thanks, Dave. Our performance in the second quarter offers a further proof point that Donnelley Financial Solutions continues to become more durable and structurally resilient as we execute our strategy. The stability of our revenue base, driven by a high proportion of recurring and reoccurring compliance-related offerings, provides a solid foundation even in turbulent times. Although capital markets transactions remain well below historical levels, we are encouraged by the recent uptick in activity levels. With a strong balance sheet, robust free cash flow, and disciplined capital allocation, we are confident in our ability to execute our strategy and deliver long-term value to all stakeholders. Before we open it up for Q&A, I'd like to thank the Donnelley Financial Solutions employees around the world. Now, with that, operator, we're ready for questions.

Speaker 5

At this time, I would like to remind everyone, in order to ask a question, press star then the number one on your telephone keypad. We will pause for a moment to compile the Q&A roster. Your first question comes from the line of Charles Strauzer with CJS Securities. You may go ahead.

Speaker 5

Hi, good morning.

Speaker 4

Morning.

Speaker 4

If we look at the Q3 guidance and the familiarity of the transactional guidance within that, maybe you can shed a little bit more light on the assumptions behind that and kind of like what the deal environment is looking like currently for both IPOs and M&A, especially M&A, given the changes in administration.

Speaker 4

Yeah, thanks, Charlie. It's Dave. I'll start, and Craig may want to add a little bit of color here. I think when you look at our guidance for transactional sales for Q3, the range of $35 to $40 million, that's sequential growth over Q2 and up to about 15% at the high end of that range. As you know, and we've talked about before, this is the area where we have the least visibility in terms of timing of getting the deals done. While we feel good about the underlying trend in market activity, I'd say as it relates to the guidance, trying not to get too far over our skis here. I think probably the most positive is, regardless of where transactional revenue comes in, we're very happy with the margins and cash flow that we're delivering.

Speaker 4

Obviously, you could see that in the Q2 results, the year-to-date results, as well as our guidance for Q3. With respect to the market activity, M&A, IPO, Craig, I'll let you comment there.

Speaker 1

Yeah, Charlie, thank you for the question. I'll provide some context on Q2 and then talk about what we're seeing in July in relation to the guidance. Transactional offerings are always subject to uncertainty, and the market backdrop varied materially over the course of the quarter, as you heard us discuss. The tariff announcement had a significant short-term impact, followed by the sequential improvement. This bears out in the flow of IPOs in the quarter. Of the 14 total IPOs greater than $100 million, there was one in April, there were five in May, there were eight in June. This was the same number, 14 IPOs in Q1, so there was no growth quarter to quarter. DFIN was happy to support Circle, which was the largest IPO, over $1 billion.

Speaker 1

A huge pop, the largest increase ever for a billion-dollar IPO, and it was the largest, certainly, of the first half year. We supported many others. For the first half of 2024, there were 30 IPOs compared to 35 in the first half of the prior year, so a decrease of 14%. DFIN supported four of the five largest in the first half. To your point, you see the resurgence. The IPO index, Renaissance's IPO index, was up 16%, so there is a renewed investor appetite. I'll talk about July for IPOs. Assuming Sigma and Shoulder price today, there will be 27 IPOs pricing in the quarter compared to 14 in July of 2023. If you exclude small international deals, there's 10, so this compares to seven. If you cut that to $100 million IPOs and above, both this year and last July had seven.

Speaker 1

July will have fewer IPOs than the prior month of June. One theme we're seeing is that the IPO market rebounding is at lower valuations. Companies are accepting down rounds. Hinge Health is an example of that. The final note on Shoulder, again, pricing today below their range at $15. Another metric we watch is the number of companies that are publicly filed, so that stands at 19. These are on file and communicating publicly with the SEC. This is not a robust number by historical standards. DFIN has a robust pipeline of companies who've filed confidentially, but not publicly, as well as a pipeline of RFPs. The market is continuing to build. If I think about M&A, certainly, it was building kind of the same thing throughout Q2. You had fewer deals, but larger deals on a year-over-year basis.

Speaker 1

There's a lot of optimism in M&A as well, whether that's spend, whether it's consolidation with companies who are looking to cut costs, such as Union Pacific, Norfolk, whether it's AI. We're certainly seeing that from an opportunity perspective. I think if you wrap it all together, it's building momentum, but risks remain. We have rate pressures, we have trade policy shifts, headline risks. We've seen a tweak can change things very quickly. Q3 is a headwind because of the calendar. The summer months of August and Labor Day have not historically been favorable to deals. We're planning on a modest increase. We are going to continue to see the stabilization that we think we saw in May and June, and our guidance balances the enthusiasm for the second half with the realities of building a pipeline and revenue recognition. As Dave said, we've demonstrated we're ready for any market.

Speaker 1

We're going to deliver no matter what the market needs for us.

Speaker 1

Great, that's very helpful. Thank you. Just looking at the non-transactional segments, as we think about guidance in general, what assumptions should we be using when we model out the quarter?

Speaker 4

Yeah, Charlie, I think, and we didn't give too much detail here, but I think when you look at some of the software products, right, which is where we've seen the growth in the first two quarters, right, ActiveDisclosure has posted 11% year-to-date growth. That's been a really strong area for us, and we expect that to continue to grow going forward. As we mentioned in the prepared remarks, the growth in ArcSuite has been outsized in the first part of the year, in part because of the timing of the launch of the tailored shareholder reports regulation, right? That started in Q3 of last year, will be overlapping some of the growth we achieved last year in ArcSuite, so that'll be tempered a bit. Venue's got pretty tough comps throughout the year, right? We saw some outsized growth.

Speaker 4

As we mentioned, even Q2 was down a bit, but that's coming off a quarter that grew at 38% last year. I think when you look at kind of the Venue being flattish in Q3 relative to last year, it's probably a reasonable assumption there. On the traditional compliance, right, so the compliance and communications management non-transactional piece, that'll continue to be challenged from a print count perspective. As you know, we've seen that trend for a while and would expect that trend to continue. There again, even as it relates to tailored shareholder reports where we saw a drop in overall print demand related to that regulation, that impact started in the back half of last year, offsetting the growth on the software side.

Speaker 4

Great, thanks on that. Looking at your long-term goals that you've had out there, can you just remind us of some of the assumptions behind those goals?

Speaker 4

Yeah, so it's, you know, really, I think at the highest level, it's continuing to execute the change in mix, right? Growing the recurring and reoccurring software offerings, continuing to expand margin, in large part due to the operating leverage on that growth. From a capital markets transactional perspective, we, at the time, made the assumption that there would be not much of a change in the overall level of capital markets transactional revenue. Obviously, that's come down, come down quite a bit, actually, since last February. That's an area that is cyclical. We do a good job in terms of maintaining or growing our market share, but can't really impact the overall demand there.

Speaker 4

I would say the last thing in terms of the revenue mix, we do assume, and we talked a little bit about it today, some of the sales that are currently in the compliance and communications management segments transitioning to software. We've seen that happen over the last several quarters, whether it be some of the structured forms, proxy work, etc., continuing to migrate toward, we would say in the near term, a hybrid model that would be leveraging the software and also the tech-enabled services behind that. Eventually, migrating to software, continuing to expand margins, and then probably, from a cash flow perspective, converting EBITDA to free cash flow at about 45% or greater.

Speaker 4

Got it. Just speaking of cash flow, when you look at the strong performance of cash flow in the quarter and then look at the full year, are you expecting full year for cash flow to be up year over year?

Speaker 4

We're obviously ahead of where we were on a year-to-date basis. I think when you look at, we've talked about over the last several years, really, as the top line is proportionately more software solution sales, more long-term contracts, more paid in advance, that our cash flow would become less seasonal than it has been historically. I think what we're starting to see is the cash flow being less seasonal, which is giving us a bit of a head start. At the highest level, if I had to say what would cash flow look like on a full-year basis, I'd say pretty similar to last year.

Speaker 4

Got it. Lastly, just going back to the deal environment, are you maintaining good share of the deals that are out there? If you lose a deal to another competitor, what are the reasons behind that? Is it maybe you're working with them, the companies or the issuers, to, let's say they use a different vendor for the print and distribution and formation of the documents, and then on the back end, you pick up the software side. Are you seeing any kind of situations like that?

Speaker 4

Yeah, I'll start. Craig, if you want to jump in, I think I would describe it as we're happy with our overall share performance. I think, and Craig, you get into some of the nuances here, as Craig commented on, even with the overall improving market backdrop, in terms of the number of deals, I think when you start to look at some of the characteristics of the deals that have been in the market, smaller foreign deals or even smaller domestic deals, SPACs, etc., our market share in some of the lower-end deals isn't typically as high as it is for the larger high-profile deals. I think when you look at overall share, it's about what we would expect, but we're really happy with how we're performing in our sweet spot, correct?

Speaker 1

To build on that, you know, Transshare is going to fluctuate quarter to quarter. Our strength is in the $1-2 billion M&A deals, large IPOs raising over $100 million, even DSPACs that have upgraded to have a substantive acquisition, and the upgrade includes an upgraded deal team. Where we really win is when these deal teams that are familiar with DFIN, our service, our technology, whether that's traditional or software, come into play on these deals. We're really doing well. You saw that play out in the first half of the year. If you look at priced IPOs as a barometer, 171, 63 were SPACs. Of the 108 total priced excluding SPACs, there were only 30 that were over $100 million. There were still a lot of, you know, fundraise-like deals in there. Our share of those over $100 million was our historic average, which was around 60%.

Speaker 1

As you unpack what's happened in the first half of the year and even in Q2, it is comprised of a lot of nano company, international, smaller places that we don't play.

Speaker 1

Great, thank you very much.

Speaker 5

Question comes from the line of Kyle Peterson with Needham. You may go ahead.

Speaker 5

Thanks, guys. Good morning. I just wanted to follow up a little bit on the outlook with the capital markets guide. It was a little softer than we were expecting, given that there does seem to be an improving pipeline. I know you mentioned that the confidential filing seemed like they do seem to be picking up. Is some of that activity converting and closing, is some of that in the outlook for 3Q, or are you guys taking a more conservative outlook in the guide for capital markets?

Speaker 4

Yeah, Kyle, as I said earlier, I think when you look at that $35 to $40 million range, at $40 million, that's up roughly 15% relative to the Q2 number. I would describe it this way without getting into the details of any particular deal, to say that if the trend that we saw in Q2 in terms of the intra-quarter improvement from month to month, if that trend continues, I would say we would be at the high end of the guidance, potentially above if that trend continues. We're just taking a look at the improvement, again, given the lack of visibility in terms of the exact timing. As I said to Charlie, just trying not to get too far over our skis there.

Speaker 4

Okay, that is helpful. I guess, as a follow-up on capital allocation, from the sounds of it, based on the authorization, it sounds like it's still full after it's authorized, like halfway through the quarter. It seems like you guys kind of front-loaded buybacks this quarter. Do you still think that that'll be an important part of the toolkit moving forward, or are you guys being sensitive around valuation and where the stock's at? How should we think about the buyback, especially given that we haven't bounced off the post-liberation day lows?

Speaker 4

Yeah, I think as we said in the prepared remarks, we view share repurchases as a key component of capital allocation. To your point, and also consistent with what we've done historically and said that our path would be forward, right, is that at the higher prices, we're less aggressive, at the lower prices, we're more aggressive. That'll continue to be the path forward.

Speaker 4

Okay.

Speaker 4

Yeah, and I think it's one thing to add there, as we've said before, the highest and best use of capital is for us to execute and/or, where possible, accelerate the transformation. That said, the business generates quite a bit of cash. To Dave's point, we consider the organic investment into growth and the transformation as the highest use. Then we look at the buybacks given stock price with employing a grid. I think Q2 is a great example where we were extremely aggressive early on at much lower prices. The third is debt paydown. In that context, making sure that we're not getting out and levering up too much on the buyback side as we see performance over time.

Speaker 4

The program over time, and we go back to when we initiated this several years ago, we've bought obviously much more aggressively at significantly lower prices than where we are today. That's how we think about it going forward.

Speaker 4

Okay. That's helpful. Last one for me, I guess, just do you have any update on the pension? I think you guys were planning on doing kind of a new annuitization and kind of converting that over just to clean up the balance sheet a little bit. Any update on either the expected timing or cash impact or anything that we should be mindful of as that process continues?

Speaker 4

Yeah, the update on timing, that process is underway. Things are coming out, I'd say, generally in line with kind of the assumptions we made going into it. We still haven't gone out to annuitize the plan and work with the insurers to take that over. That'll happen during the third quarter. On the Q3 call, potentially before then, we'll have additional news to share in terms of the cash outlay and what that looks like.

Speaker 4

Okay, thanks for taking the questions.

Speaker 4

Thank you.

Speaker 4

Thanks, Kyle.

Speaker 5

Again, if you would like to ask a question, press star one on your telephone keypad. We have no more questions. This concludes our Q&A session. I would now like to turn the conference over to Daniel N. Leib for closing remarks.

Speaker 3

Great. Thank you, Lacey, and thank you, everyone, for joining. We'll look forward to talking to you in a few months and seeing you in the interim.

Speaker 5

That concludes today's call. You may disconnect.

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