General Motors Co
NYSE:GM
General Motors Co
General Motors Co. (GM) traces its roots back to 1908 when it emerged as a small automaker in Flint, Michigan. Over the decades, GM has grown into one of the world's largest automobile manufacturers, boasting a diverse lineup of brands including Chevrolet, Cadillac, GMC, and Buick. The company operates on a global scale, with manufacturing facilities spread across 35 countries, allowing it to cater to regional markets by adapting its vehicles to local tastes and regulations. GM has demonstrated a robust capacity for innovation, evidenced by its aggressive strides toward electric vehicle (EV) production and autonomous driving technology. By tapping into the growing demand for eco-friendly and smart vehicles, General Motors is positioning itself as a leader in the automotive industry's transformation.
In its quest for profitability, GM relies on a multifaceted business model. The company's primary revenue stream comes from its core operations of designing, manufacturing, and selling vehicles and vehicle parts. Additionally, GM Financial, the automaker's captive finance arm, plays a crucial role by providing auto financing solutions that facilitate sales and enhance customer loyalty. With a keen eye on the future, the company is steadily venturing beyond the conventional car business, investing in autonomous vehicle divisions and exploring new avenues in ride-sharing and mobility services. Through strategic operations and ongoing adaptation to market trends, GM not only sustains its historical legacy but also charts a progressive path forward in the rapidly changing automotive landscape.
Earnings Calls
In the first quarter, Donnelley Financial Solutions reported net sales of $201.1 million, reflecting a slight decrease from last year. However, adjusted EBITDA surged by 23.6% to $68.2 million, with margins expanding to 33.9%. The growth was driven by a 6% increase in software solutions, particularly with 16% growth in recurring compliance products. Looking ahead, the company expects Q2 net sales between $215 million and $235 million, a 7% year-over-year decline at the midpoint, primarily due to reduced print revenue. Additionally, capital markets transactional revenue is projected at $35 million to $45 million, signaling ongoing market challenges.
Management
Mary T. Barra is the Chair and Chief Executive Officer of General Motors Company. She made history as the first female CEO of a major global automaker when she assumed the role in January 2014. Barra has been with General Motors for her entire career, starting as a co-op student in 1980 while she was still in college. She earned a Bachelor of Science degree in Electrical Engineering from General Motors Institute (now Kettering University) and later an MBA from the Stanford Graduate School of Business. Throughout her career at General Motors, Barra has held various engineering and administrative positions, including positions such as Executive Vice President of Global Product Development, Purchasing and Supply Chain, and Senior Vice President of Global Product Development. She played an influential role in reshaping GM's product development process and is known for her focus on innovation, sustainability, and transforming the company to focus on electric vehicles and autonomous vehicles. Under her leadership, General Motors became more focused on sustainability and technological advancement, with significant investments in electric vehicle infrastructure and self-driving technology. Barra has been consistently recognized as one of the world's most powerful women in business, noted for her leadership and vision in the evolving automotive industry.
Mark L. Reuss is a prominent figure in the automotive industry, known for his extensive career at General Motors (GM). He currently serves as the President of General Motors, a role he has held since January 2019. In this position, Reuss is responsible for leading GM’s global operations, including the company’s regional operations, autonomous vehicle programs, and electric vehicle initiatives. Reuss joined GM in 1983 as a student intern, and over the decades, he has held various significant leadership roles across different divisions within the company. Prior to becoming President, he was the Executive Vice President of Global Product Development, Purchasing, and Supply Chain. In that role, he was instrumental in the development of several critically acclaimed vehicles and advanced automotive technologies. Throughout his career, Reuss has been a strong advocate for innovation, particularly in the areas of electric and autonomous vehicles. Under his leadership, GM has made substantial investments in electric vehicle technology, aligning with global trends towards sustainability and reduced emissions. Reuss holds a bachelor’s degree in engineering from Vanderbilt University and a master’s degree in business administration from Harvard Business School. His deep understanding of engineering combined with his business acumen has been a significant asset to GM as it navigates the rapidly changing automotive landscape. In addition to his professional achievements, Mark Reuss is known for his passion for cars and motorsports, which has fueled his commitment to excellence in automotive design and performance.
Paul A. Jacobson is the Executive Vice President and Chief Financial Officer (CFO) of General Motors Co. (GM), having joined the company in December 2020. In his role as CFO, Jacobson is responsible for leading the company's global financial operations, which include financial planning and analysis, accounting, treasury, tax, audit, and investor relations. Before joining GM, Jacobson had a prominent career at Delta Air Lines, where he served as CFO. During his tenure at Delta, he played a critical role in the company's financial strategies and was instrumental in its growth and profitability. Jacobson was recognized for his financial acumen and leadership, helping Delta navigate challenges and achieve financial milestones. Jacobson holds a Bachelor of Science in Aviation Management and a Master of Business Administration from Auburn University. His leadership style and strategic financial management skills have been highly regarded in the industries he has worked in, both in aviation and automotive. His contributions to GM have been significant, particularly as the company focuses on innovation and transformation within the evolving automotive industry.
Craig B. Glidden serves as the Executive Vice President and Chief Legal Officer at General Motors Co. With a Juris Doctor degree, Glidden has a profound legal background and has been pivotal in overseeing GM's global legal operations, which include corporate governance, compliance, and various legal affairs critical to the company's operations. He joined GM in 2015 and has been instrumental in navigating the company through significant legal and regulatory landscapes. Before his tenure at General Motors, Glidden was associated with several other corporations in senior legal positions, enhancing his expertise in corporate law and governance. His leadership has been significant in strengthening GM's legal framework and supporting its strategic initiatives.
Christopher T. Hatto is an executive at General Motors Co., where he serves as the Vice President and Controller. In this role, he is responsible for overseeing the financial reporting, financial accounting, and global business solutions for the company. With a career at GM spanning several decades, Hatto has accumulated extensive experience in various financial leadership roles within the organization. His contributions involve expertise in financial strategy, operational finance, and business development, critical to driving GM's financial performance and strategic planning. Prior to his position as Vice President and Controller, Hatto held various roles that further honed his skills in financial management and corporate strategy. His work ensures that GM maintains robust financial health and that its financial practices align with company goals and global standards.
Ashish Kohli is a Chartered Financial Analyst (CFA) and a notable executive at General Motors Co. Known for his strong expertise in finance and investment analysis, he has been instrumental in shaping financial strategies that drive the company’s growth and sustainability in the competitive automotive industry. Kohli's leadership in financial planning, risk management, and corporate finance has been key to enhancing the financial robustness of General Motors. His role involves overseeing financial operations and ensuring that the company's financial practices align with its strategic goals. With a deep understanding of market dynamics and financial regulations, Kohli has contributed significantly to the company's economic success and innovative investments.
Grant M. Dixton is a prominent legal professional currently serving as the Senior Vice President and General Counsel of General Motors Co. In this role, he oversees the company's legal affairs and provides strategic guidance on a wide range of issues, including corporate governance, compliance, litigation, and transactions. Before joining General Motors, Dixton had a distinguished career, including serving as Vice President, Secretary, and General Counsel at The Boeing Company. His extensive experience in corporate law, coupled with his strong leadership and strategic skills, has been instrumental in navigating complex legal landscapes and supporting General Motors' global operations. Dixton's educational background includes a law degree from Harvard Law School, underscoring his expertise and commitment to excellence in the legal field.
Norman de Greve is the Global Chief Marketing Officer (CMO) at General Motors Co. In this role, he is responsible for leading GM's marketing operations worldwide, enhancing the company's global marketing strategy. Known for his strategic vision and innovative approach, de Greve brings a wealth of experience in digital transformation, brand management, and consumer engagement. Before joining GM, he served as Chief Marketing Officer at CVS Health, where he was instrumental in transforming the company's brand and marketing initiatives. De Greve is recognized for his ability to integrate traditional marketing techniques with innovative digital strategies to drive growth and enhance brand equity.
Arden Hoffman is an accomplished executive at General Motors Co. Currently serving as the Senior Vice President and Chief People Officer, she is instrumental in leading GM's global human resources strategy. Her responsibilities include overseeing talent management, leadership development, and employee engagement initiatives, which are critical for fostering a strong company culture and aligning human capital with the company's strategic objectives. Before joining General Motors, Hoffman held significant HR leadership roles at other major organizations. Her extensive experience in human resources spans various industries, enhancing her ability to drive effective people strategies and organizational transformation. Hoffman is known for her commitment to diversity and inclusion, as well as her focus on creating environments where employees can thrive and drive innovation. Her leadership plays a vital role in ensuring that GM remains competitive in attracting and retaining top talent as the company navigates the rapidly evolving automotive landscape and its transition towards electric and autonomous vehicles.
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Thank you for standing by. My name is Eric, and I will be your conference operator today. At this time, I would like to welcome everyone to the Donnelley Financial Solutions First Quarter Earnings Conference Call. [Operator Instructions] 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 Donnelley Financial Solutions First Quarter 2025 Results Conference Call. This morning, we released our earnings report, including a set of supplemental trending schedules 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 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 to non-GAAP financial information.
I am joined this morning by Dan Leib, Dave Gardella and other members of management. I will now turn the call over to Dan.
Thank you, Mike, and good morning, everyone. We delivered strong consolidated first quarter results, with net sales of $201.1 million, adjusted EBITDA of $68.2 million and adjusted EBITDA margin of 33.9%. Given our stock trading levels, strong balance sheet and perspective on long-term value, during the first quarter and into the second quarter thus far, we have repurchased approximately 5% of the company's outstanding shares.
While we recognize the uncertainty in the near-term global operating environment, recent trading prices have provided an opportunity to be more aggressive in this area.
I am encouraged by the continued growth in our software offerings, where we delivered year-over-year net sales growth of approximately 6% on an organic basis, driven by approximately 16% growth in our recurring compliance and regulatory-driven products, ActiveDisclosure and Arc Suite, that more than offset a decline in the Venue data room product. Software solutions net sales represented 42.1% of total net sales in the first quarter, an increase of approximately 260 basis points from last year's software solutions net sales mix. On a trailing 4-quarter basis, software solutions net sales made up 42.8% of total net sales, an increase of approximately 500 basis points from the first quarter 2024 trailing 4-quarter period. On both a quarterly and trailing 4-quarter basis, Software Solutions represented the largest component of our overall sales mix, a positive proof point of our progress in becoming a software-centric company.
This positions us well to achieve our long-term target of deriving approximately 60% of total net sales from Software Solutions by 2028. During the quarter, ActiveDisclosure and Arc Suite each posted double-digit sales growth for the second consecutive quarter. For ActiveDisclosure, this improvement was primarily driven by the continued adoption of our service package offerings, combined with growth in subscription revenue as a result of higher net customer count from recent wins as well as higher value per client.
In the case of Arc Suite, the improved growth rate was primarily driven by the tailwind from the tailored shareholder reports regulation, which became effective mid last year. As it relates to Venue, following robust growth over the last several quarters, Venue sales declined moderately in the first quarter as we overlap several large deal rooms. We remain encouraged by Venue's performance, which benefits from stable demand from both announced and unannounced deals across public and private companies alike, despite some volatility inherent in the broader M&A market in terms of completed deals.
While Venue serves both public and private company deals, whether announced or still in the diligence process, our capital markets transactional offering primarily serves public company M&A, IPO and debt transactions. Our capital markets transactional revenue, while improving on a sequential basis from the fourth quarter of 2024, continued to be depressed by the combination of market volatility, macroeconomic headwinds and heightened uncertainty. Despite the ongoing downturn in global capital markets transactional activity, our business has proven to be fundamentally and substantially more profitable than historically.
Our adjusted EBITDA margin of 33.9% in the quarter reached 29.5% on a trailing 4-quarter basis despite the ongoing headwinds of a weak transactional market. Our performance reflects our evolving sales mix, permanent changes to our cost structure and continued cost discipline and further demonstrates our ability to sustainably operate at a higher level of profitability across a range of market conditions.
We continue to invest to shift toward a more favorable recurring sales mix while continuing to aggressively manage our cost structure and being disciplined stewards of capital. A key factor behind our margin performance has been the progress we have made toward creating a cost structure and operating model that better aligns with our business mix, part of which is driven by cyclical market factors. Over the last several years, to establish an optimized and variable cost structure in areas of the business that have both seasonal and cyclical fluctuations, we took aggressive actions that targeted many aspects of our fixed cost base, including downsizing our print production platform, driving internal efficiencies and reducing our physical footprint.
During the quarter, we maintained the same disciplined approach, and we'll continue to manage our cost structure prudently, especially in light of the current economic landscape and uncertainty.
As we continue to gain efficiency across our operations, we also remain focused on reinvesting in areas of our business to accelerate our transformation. In the first quarter, we continued to invest in our software offerings and the associated technologies to support continued innovation and growth. The investments we are making also enable us to modernize our business operations by applying automation and AI-driven tools, including commercial AI solutions and our own Agentic AI development to streamline workflows, improve productivity and support profitable growth. These investments will help to profitably scale existing products, increase our speed to market for future offerings and enhance client experience.
Before turning the call over to Dave, I'd like to provide some perspective on DFIN's operating characteristics as we operate in a new and evolving global economic environment. While much uncertainty exists, we presently do not anticipate any significant impact on our operations based on the recently announced tariffs, in large part due to the nature and structure of our business. Our business is primarily software and services and predominantly U.S.-based. We have a relatively simple supply chain that has continued to operate without disruption. With approximately 90% of our revenue derived from the U.S., our software products and services are largely insulated from current trade pressures. In the cases where we do see input costs rising, we expect to be able to increase our prices. In addition, approximately 75% of our revenue is based on recurring and reoccurring sources, the vast majority of which is related to ongoing SEC compliance, for which core regulations have thus far not been impacted.
Our strong mix of recurring compliance offerings provide stability during times of market volatility. Of course, our clients that operate across different industries will have varying impacts to their operations.
As it relates to our event-driven capital markets transactional offering, while the global deal environment is yet to emerge from more than 3 years of historically low activity, the underlying latent demand for transactions remains intact. From a market demand perspective, recent comments from the SEC are encouraging. The commission's desire for regulations to be more tailored, avoiding unnecessary burdens on public companies will support future IPO activity and ongoing compliance needs. And while we do not expect to return to normalized levels of transactions until market uncertainty subsides, DFIN remains very well positioned to support our clients when that occurs.
Finally, our strong balance sheet and ample liquidity enable us to confidently execute our strategy and drive long-term shareholder value. With our non-GAAP net leverage ratio under 1x and robust annual free cash flow generation, our strong financial flexibility enhances our ability to execute our transformation. We will continue to allocate capital in a disciplined and thoughtful manner that best advances our strategy and maximizes shareholder value.
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?
Thanks, Dan, and good morning, everyone. Before I discuss our first quarter financial performance, I'd like to recap one housekeeping item in the quarter. During the first quarter, we amended and extended our credit agreement to provide for a $115 million Term Loan A and to extend the maturity of the $300 million revolving credit facility. Both instruments have maturity dates of March 13, 2030. The proceeds from the Term Loan A and the revolving credit facility were used to retire in full the $125 million outstanding on the prior Term Loan A. This transaction, combined with our strong free cash flow generation, continues to provide DFIN with abundant financial flexibility to execute our strategy.
Now turning to our first quarter results. As Dan noted, we delivered solid first quarter results in a challenging environment, highlighted by a strong year-over-year increase in adjusted EBITDA and adjusted EBITDA margin expansion. We posted approximately 6% organic growth in our software solutions net sales, including approximately 16% sales growth in our recurring compliance software products, all while continuing to drive operating efficiencies and expanding adjusted EBITDA margin to 33.9%.
As Dan noted earlier, we've made tremendous progress in aligning our cost structure and operating model to our evolving business mix over the last several years, including downsizing our print production platform, driving internal efficiencies and reducing our physical footprint. We maintained the same disciplined approach in the quarter, and we'll continue to take a similar approach going forward.
On a consolidated basis, total net sales for the first quarter of 2025 were $201.1 million, a decrease of $2.3 million or 1.1% from the first quarter of 2024. First quarter revenue was above the high end of our guidance range and was aided by better-than-expected event-driven transactional revenue within capital markets and favorable timing in investment companies compliance volume, a component of which was realized through higher print and distribution revenue within this segment.
In addition, software solutions net sales, which increased $4.3 million or 5.8% on an organic basis compared to the first quarter of last year, helped to partially offset the decline in capital markets compliance revenue of $7.8 million versus the first quarter of 2024, part of which was related to lower print and distribution volume, consistent with recent trends.
First quarter adjusted non-GAAP gross margin was 63.7%, approximately 310 basis points higher than the first quarter of 2024, primarily driven by a favorable sales mix, the impact of cost control initiatives and price uplifts, partially offset by lower capital markets compliance volume.
Adjusted non-GAAP SG&A expense in the quarter was $59.9 million, an $8.2 million decrease from the first quarter of 2024. As a percentage of net sales, adjusted non-GAAP SG&A was 29.8%, a decrease of approximately 370 basis points from the first quarter of 2024. The decrease in adjusted non-GAAP SG&A 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.
Specific to our bad debt expense, as a result of our strategy to deprioritize low-quality transactional deals, including certain de-SPAC transactions, which have higher collections risk, we realized a reduction in bad debt expense during the first quarter compared to our recent experience. As we continue to prioritize higher-quality deals, we expect our bad debt expense profile to continue to normalize going forward.
Our first quarter adjusted EBITDA was $68.2 million, an increase of $13 million or 23.6% from the first quarter of 2024. First quarter adjusted EBITDA margin was 33.9%, an increase of approximately 680 basis points from the first quarter of 2024, primarily driven by a favorable sales mix, the impact of cost control initiatives and lower bad debt expense, partially offset by lower capital markets compliance volume.
Turning now to our first quarter segment results. Net sales in our Capital Markets Software Solutions segment were $51.9 million, a decrease of $1.1 million or 1.7% on an organic basis from the first quarter of last year driven by Venue, which was down $3.1 million or approximately 9% year-over-year, partially offset by the growth in ActiveDisclosure.
During the first quarter, ActiveDisclosure sales grew approximately 11%, a continuation of the stronger growth rate we experienced during the fourth quarter of last year. We continue to make progress to expand the adoption of ActiveDisclosure Services packages, providing a strong base of contracted recurring revenue. Also benefiting the growth was the migration of certain traditional activities to ActiveDisclosure. As we increasingly serve our clients via software solutions, we experienced a shift of certain activities, which were historically performed on our traditional services platform to ActiveDisclosure, including compliance work such as annual proxy documents. While the shift from traditional compliance to ActiveDisclosure during the first quarter was modest, we expect this trend to continue in the future, driven by the improved capabilities of our software platform and evolving client preference to work in a hybrid environment, leveraging both our software and unmatched service and domain expertise.
We remain encouraged by ActiveDisclosure's continued growth in client count and higher average price per client, which combined to create a solid foundation for future revenue growth.
As expected, during the first quarter, Venue faced tough comparisons as we overlapped several large projects, which benefited last year's first quarter sales. In aggregate, those large projects accounted for approximately $4 million of net year-over-year impact, which more than offset the underlying growth in Venue sales. We expect the year-over-year impact from large projects to continue in the second quarter, albeit at less of a headwind than in the first quarter, approximately $2 million.
Adjusted EBITDA margin for the segment was 26.8%, a decrease of approximately 300 basis points from the first quarter of 2024, primarily due to lower sales volume and an unfavorable sales mix, partially offset by the impact of cost control initiatives.
Net sales in our Capital Markets Compliance & Communications Management segment were $83.9 million, a decrease of $7.2 million or 7.6% on an organic basis from the first quarter of 2024, driven by lower compliance volume, partially offset by higher transactional revenue. In the first quarter, we recorded $48.6 million of capital markets transactional revenue, a modest increase from the $48 million we delivered in last year's first quarter. Following a very weak fourth quarter of 2024, where we recorded the lowest level of transactional revenue in our history, the global equity deal market rebounded modestly to start the first quarter with January and February deal volume, especially IPO transactions that raised over $100 million, exceeding last year's levels. However, escalating macroeconomic headwinds and tariff uncertainty resulted in an increased market volatility and limited deal activity in March. In short, the global deal environment in the first quarter was very soft compared to historical averages, and this weakness will persist with market uncertainty.
For transactions that we completed in the first quarter, we maintained our historical high market share, reflective of DFIN's strong market position. Capital Markets compliance revenue was down $7.8 million, primarily due to our continued exit of certain low-margin proxy statement activity and the related print and distribution, consistent with our approach during last year's proxy season. In addition, we continue to experience lower market demand for certain event-driven filings such as 8-K and special proxies associated with corporate transactions given the softness in that market.
Finally, as I commented earlier, certain activities which were historically performed on our traditional services platform shifted to ActiveDisclosure.
Adjusted EBITDA margin for the segment was 43.7%, an increase of approximately 920 basis points from the first quarter of 2024. The increase in adjusted EBITDA margin was primarily due to lower selling expense, cost control initiatives and lower bad debt expense, partially offset by lower sales volume.
Net sales in our Investment Company Software Solutions segment were $32.7 million, an increase of $5.4 million or 20.2% on an organic basis versus the first quarter of 2024, primarily driven by incremental revenue from our tailored shareholder report solution. On a trailing 4-quarter basis, total Arc Suite reached approximately $122 million in revenue and grew approximately 13% compared to the first quarter 2024 trailing 4 quarters, driven by growth in subscription revenue, including the impact of the tailored shareholder report solution.
Based on the midyear 2024 effective date, we will continue to realize incremental revenue from tailored shareholder reports in the second quarter of 2025.
Adjusted EBITDA margin for the segment was 39.1%, an increase of approximately 980 basis points from the first 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 Companies Compliance and Communications Management segment were $32.6 million, an increase of $0.6 million or 2.2% on an organic basis from the first quarter of 2024, primarily driven by the timing shift of certain print and distribution volume related to the tailored shareholder reports for the regulated insurance market from the second quarter into the first quarter and higher event-driven transactional revenue. The timing shift related to tailored shareholder reports, in addition to the broader secular decline in the demand for printed products will result in lower print and distribution revenue in the second quarter compared to the second quarter of last year.
Adjusted EBITDA margin for the segment was 37.4%, approximately 1,180 basis points higher than the first quarter of 2024. The increase in adjusted EBITDA margin was primarily due to higher sales, a favorable sales mix and cost control initiatives.
Non-GAAP unallocated corporate expenses were $7.4 million in the quarter, a decrease of $0.8 million from the first quarter of 2024, primarily due to cost control initiatives and lower health care expense.
Free cash flow in the quarter was negative $51 million, $10.8 million unfavorable compared to the first quarter of 2024. The year-over-year decline in free cash flow was primarily driven by unfavorable working capital timing and elevated performance-based payments in the quarter related to full year 2024 performance, partially offset by higher adjusted EBITDA.
We ended the quarter with $189.5 million of total debt and $173.3 million of non-GAAP net debt, including $75 million drawn on our revolver. As of March 31, 2025, our non-GAAP net leverage ratio was 0.8x. As a reminder, our cash flow is historically seasonal. We are a user of cash in the first quarter, closer to breakeven 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 861,000 shares of our common stock during the first quarter for $41.8 million at an average price of $48.57 per share. As of March 31, 2025, we had $49.5 million remaining on our $150 million stock repurchase authorization. Based on our confidence in the strategy and our strong belief in the value of DFIN, we view share repurchases as a very attractive use of cash, especially at the prices we experienced during the last 6 weeks of the quarter and throughout April. As such, in a continuation of our historical approach of being much more aggressive with share repurchases at lower prices, so far in April, in accordance with our pre-established trading parameters, we have repurchased an additional 657,000 shares for $27.6 million at an average price of just over $42 per share through April 29. On a year-to-date basis, we've repurchased approximately 1.5 million shares for $69.4 million at an average price of $45.75 per share.
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 2025, we expect a challenging operating environment driven by market volatility and ongoing uncertainty. Further, we expect a reduction in print and distribution revenue in the second quarter based on both the timing shift of certain print and distribution volume from the second quarter into the first quarter that I discussed earlier as well as the reduction in volume of printed pages associated with the Tailored Shareholder Reports rule, both of which impact the Investment Company's Compliance & Communications Management segment.
With those factors as the backdrop, we expect consolidated second quarter net sales in the range of $215 million to $235 million and adjusted EBITDA margin in the mid-30% range. Compared to the second quarter of last year, the midpoint of our consolidated revenue guidance, $225 million, implies a reduction of approximately $18 million or 7% year-over-year as lower print and distribution sales, including the timing benefit reflected in our first quarter results, is expected to more than offset growth in Arc Suite and ActiveDisclosure.
We expect Venue to decline at a rate similar to what we experienced in the first quarter, in part due to the revenue associated with outsized rooms in last year's second quarter.
Further, our estimates assume capital markets transactional revenue in the range of $35 million to $45 million, which, at the midpoint, is down approximately $5 million from last year's second quarter. In addition, and related to my earlier comments regarding the impact of the transactional environment on certain compliance filings, most notably special proxies and 8-Ks, our second quarter estimate assumes a modest year-over-year decline in our compliance-based sales within this segment, part of which is related to print and distribution.
With that, I'll now pass it back to Dan.
Thanks, Dave. Our strong performance in the first quarter was the result of the historical and current disciplined execution of our strategy, which again demonstrated DFIN's ability to perform across varying market conditions. Our focus remains on accelerating our business mix shift by continuing to grow our SaaS revenue base while maintaining share in our core traditional businesses. We will continue to invest in our compliance software platform to capitalize on regulatory tailwinds. In addition, we will continue to aggressively manage our costs and drive operational efficiencies while maintaining our historical discipline in the allocation of capital.
As I noted earlier, the latent demand for transactions and a more favorable regulatory landscape, combined with our market leadership, is a significant opportunity for DFIN going forward market volatility and uncertainty, however, must subside for this opportunity to materialize.
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, operator, we're ready for questions.
[Operator Instructions] Your first question comes from the line of Charlie Strauzer with CJS Securities, Inc.
Just a couple of quick questions here. Margins were significantly higher than expected, especially versus guidance, coming in at the high end of your guidance range for revenue. Just if you could perhaps provide us a little bit more color on kind of what drove that and perhaps some acceleration or pull forward of the expense reduction efforts?
Yes, Charlie, thanks for the question. A few factors there and a couple of things you noted are actually tied together. But I would say, first, and we highlighted this on the fourth quarter call, the soft transactional market that we saw exiting the year, and we had taken some incremental cost reduction actions and permanent cost reduction actions. And I would say in the first quarter, those came in better than what we had anticipated.
The second factor is the higher revenue and the operating leverage associated with that revenue outperformance. And when you look at that outperformance, it was, I'd say, predominantly a combination of 2 things. The first was higher capital markets transactional sales. We posted revenue of about $49 million, which was about $4 million higher than our guidance. And then also, as I mentioned in the prepared remarks, we had some favorable timing in investment companies, and that was probably $3 million or so of sales that we had assumed would be recognized in Q2 and that moved up in Q1. And again, when you look at the incremental margins on this higher revenue, very strong.
And then I would say the third thing, and again, I mentioned this in the prepared remarks, and we also commented on it on the fourth quarter call, we've really been taking a much more discerning approach on the quality of transactions that we're accepting due to the collections risk on some of the lower quality deals. So related to this, bad debt expense came down in the quarter about $2.7 million versus the first quarter of last year. While we expected a decrease, I would say this decrease was more than we had contemplated, certainly in our guidance. And we'll expect this trend to continue in a positive direction, though it's really tough to predict exactly how that declines over time. But we're starting from a pretty high watermark coming off of last year's bad debt expense number and looking to drive that down more toward historical averages.
Got it. That makes sense. And just secondly, just looking at your guidance for Q2, maybe some more color on the segment level basis into your -- the assumptions behind that?
Yes. I think when you look at -- overall, you have the numbers. Obviously, we talked about it in the prepared remarks. I think when you dive into the segments, if I start with Capital Markets, right, we expect, from a product perspective, ActiveDisclosure to continue to perform well from a year-over-year growth perspective. Venue, as we talked about, has a tough comp really all year long, but certainly, we saw it in Q1, and we'll see that again in Q2. And then I think when you look at the Capital Markets Compliance & Communications Management segment, and I'll start with the compliance work. We talked about some print being down and expect the compliance revenue to continue to decline modestly on a year-over-year basis. And again, a lot of that is print related. The biggest wildcard there would be transactions. And obviously, we gave a pretty wide range for this quarter. And as we said in the prepared remarks that until the markets have some certainty and less volatility, we would expect the transactional side to be relatively soft.
As I move over to investment companies on the software side, we'll continue to see the benefit in Arc Suite, predominantly related to the Tailored Shareholder Reports regulation. We'll start to overlap that benefit in the second half of the year. But certainly, in Q2, we would expect to see the benefit, again, similar to what we saw in Q1.
And then on the investment companies Compliance & Communications Management, probably the biggest item there is the piece that I just mentioned on the timing shift, about $3 million of revenue shifted out of what we expected for Q2 and really on a year-over-year basis, right, would have been comparable to last year's Q2. And so I would expect some -- the trend in that segment to be softer in Q2 than certainly what we experienced in Q1.
The next question comes from the line of Pete Heckmann with D.A. Davidson.
I wanted to see if you can comment a little bit on share on the ActiveDisclosure side, how the trend has been there over the past 4 quarters? And are you seeing a little bit kind of maybe a lead, a bit of pulling away from the pack in terms of it seems like maybe there's 1 or 2 competitors that actually have the ability to invest in the feature functionality of software and then some of the smaller players may not have that ability. Would you agree? And do you see that becoming a bigger differentiating factor over the next 5 years?
Yes, Pete, it's Dave again. I'll start and then Craig can comment with some more details. I think certainly, from a trend perspective in new client logos and as we mentioned, price per client, we continue to make good progress there from an overall market perspective. And then the other aspect that we're seeing in ActiveDisclosure and then also expect that to continue to be a trend that as clients continue to want to work more and more in a hybrid model, that's certainly going to benefit us. We're having the best of both worlds in terms of being able to leverage the software as well as the traditional service, domain expertise, et cetera. But I'll let Craig comment on some more of the details.
Yes. Thanks, Dave. It's Dan. Before Craig goes, just on the second question that Pete had on ability to invest. And we are seeing the benefits. We saw it even in the TSR or Tailored Shareholder Reports regulation of the investments that we've made historically in the platform and the ability to get into market faster, and it does build on itself. And that with our prioritization of capital allocation towards organic investment first and going forward with our transformation, we do see that as a big differentiator. And so I'll pass that off to Craig.
Yes. To build on those comments, after having completed our platform transformation last year and modest growth, we're certainly really pleased with where we are Q4, Q1 performance and prospective metrics. The progress we're making is reflected, and you'll continue to see that. Q1 was our seventh consecutive quarter of net client growth. Our subscription revenue continues to grow. Our ACV growth shows we're selling at a higher value per client, as mentioned. We're increasing our percentage of 3-year contracts.
So our clients are locking in, which makes future revenue more predictable. And then we've had sequential improvements in revenue retention rates as well as our service revenue is up 36% in the quarter, driven by significant increases in our service package sales, again, predictable revenue. Our clients love AD service. It leads the market. They like predictable packages, and it creates this predictable mix of recurring revenue for DFIN.
If you look at the market, our solution is the most advanced, specifically designed disclosure tool. We have decades of serving SEC clients, and we have a price opportunity. We have product improvement that Dan spoke of with our investment. Our clients for proxy this season are using the newest editor on the market. The creative work for proxy and other documents in AD is incredible. We've added presentations to that, which is a full connection of the single source to their truth to all creative teams, whether they're creating something for the Board, investor and all of that imports and exports from AD to PowerPoint.
Lastly, the hybrid solution that Dave mentioned, it's a great opportunity for us to marry our traditional platform with software. We're the only ones that can do that. And over time, this will create an even stronger foundation for sustained growth. So thanks for the question.
Okay. That's all really helpful and good to hear. Dave, just one quick follow-up. In terms of the new credit facility, how will that change, if at all, your weighted average cost of debt?
Yes, Pete. So it's no substantial changes in terms of the overall terms in the transaction. There were a handful that all worked to the company's benefit, which was great to see. I would say secondly, that it's all variable rate debt. So it's SOFR plus a spread, and that spread is based on different tiers of our -- basically our net leverage range. And so we currently sit at the lowest tier of that spread. So it will all be tied to SOFR. I think when you look at the all-in right now is in the probably 7% range or so.
Your next question comes from the line of Kyle Peterson with Needham.
I wanted to start off on Arc Suite. Growth has been really impressive here from the second quarter in a row. We've seen a nice pop in the year-on-year growth rates. I just want to see like is this kind of a sustainable like potential paradigm shift here for growth within that product? Or is there anything like lumpy or onetime that we need to be mindful of when modeling out Arc Suite moving forward?
Yes, Kyle, it's Dave. Thanks for the question. So probably the one factor that is a bit lumpy would be the piece that we're seeing as it relates to the Tailored Shareholder Report regulation. So we started recognizing revenue on that last year in Q3. And so we saw the benefit in the back half last year. We're getting the incremental kind of annualization of that revenue in the first half of this year. And then we'll start to overlap that in the third quarter. I would say the other factor that we will see all year long is some benefits of increased pricing that affect the Arc Suite. And then Eric can provide some more details on what we're seeing in the business.
Thanks, Dave. Thanks for the question, Kyle. In addition to the TSR lift, I think it's important to kind of structure out what we mean. From a TSR perspective, we're talking reporting, tagging, filing, web hosting, e-delivery, complex mailing as well as digital output. So it's a very broad spectrum of services that TSR drives, and DFIN is very well positioned to handle the full spectrum of services. But specific to your software question, we've had key contract renewals, which are very important for the year. We are seeing growth with existing clients across our Arc Suite offering, and we're also seeing strong price performance.
So TSR, as Dave mentioned, certainly an aspect of the growth, but in the core fundamentals of the Arc Suite platform, we're seeing positive results, not to mention, I believe it's our 25th consecutive quarter of growth in this segment. So we're encouraged by the performance we've seen in Q1. And obviously, we'll take advantage of the TSR opportunities that we'll see, but very pleased with the overall fundamentals of the software business within Arc Suite.
Yes. The last thing I'd add, Kyle, just on that piece is we, Arc Suite as the software product and then the related service expertise and domain expertise that goes around it and even more so than on the corporate side, the funds and regulated insurance folks value that service, and Dave spoke to how much it's valued on the corporate side. So it's not to diminish that, but they value it even more. And I think it's based more on the funds outsourced model. And so we see a lot of benefit from a very high customer satisfaction scores with the service that they receive. And so that's another differentiator that supports Eric's comments about the holistic system.
Okay. That's really helpful. Appreciate it. And then I guess as a follow-up, great to see you guys really stepped up the buyback pace here, both in the first quarter and April. I guess, as long as the share price remains below historical or recent valuations, is this something you guys could continue to buy back at a faster clip like you have been recently? Or do you think this will kind of normalize back down given you guys have bought back such a good amount of the shares in the last few months here?
Yes... Go ahead.
I was going to say we've been very consistent on this in terms of being more aggressive at lower prices and less aggressive, but still in the market at higher prices. And as we commented on the prepared remarks, still view share repurchases as one of the priorities in terms of capital deployment. And Dan, I think I cut you off, so go ahead.
Yes. No, you hit it. The only thing I'd add is we have used a grid, to Dave's point, much more aggressive at lower prices. I feel really good about the future performance of the business, notwithstanding some market choppiness currently and uncertainty, but the opportunity to create a lot of value for shareholders. And so it is one of the -- second to executing the transformation and the strategy, really important that we continue to buy back and then certainly within the confines of overall leverage, et cetera. And so that's how we think about it.
[Operator Instructions] There are no further questions at this time. I would now like to turn the call over to Dan Leib for closing remarks. Please go ahead.
Great. Thank you, Eric. And yes, thank you, everyone, for joining us, and we look forward to speaking with you in a few months and seeing you at some conferences in the interim.
Ladies and gentlemen, that concludes today's call. Thank you all for joining, and you may now disconnect