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Epiq Systems, Inc. (EPIQ)

Q3 2008 Earnings Call Transcript

October 27, 2008, 4:30 pm ET

Executives

Lew Schroeber – VP, IR

Tom Olofson – Chairman and CEO

Chris Olofson – President and COO

Betsy Braham – EVP, CFO and Secretary

Analysts

Richard Shannon – Northland Securities

Tim Willi – Avondale Partners

Herb Buchbinder – Wachovia Securities

Operator

Good afternoon everyone and welcome to Epiq Systems third quarter 2008 earnings results conference call. This call is being recorded. At this time, for opening remarks and introduction, I would like to turn the call over to Lew Schroeber. Mr. Schroeber, please go ahead.

Lew Schroeber

Thank you, and welcome, everyone. With me today to lead the discussion and address your questions are Epiq Systems' Chairman and Chief Executive Officer, Tom Olofson; President and Chief Operating Officer, Chris Olofson; and, Executive Vice President and Chief Financial Officer Betsy Braham.

Our earnings release was today at 3 p.m. Central Time, and is available on our web site at www.epiqsystems.com. The the webcast will be available on our Web site until next quarter’s call, and a phone replay will be available through November 30th.

As always, we discuss our financial objectives and make forward-looking statements during this call. We remind you that forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated. These risks are included in our earnings release and also in our annual report on Form 10-K and the quarterly reports on Form 10-Q which are filed with the SEC, and available on our Web site or the SEC’s Web site. We strongly encourage you to review these risk factors.

It is now my pleasure to turn the call over to Epiq Systems Chairman and CEO, Tom Olofson.

Tom Olofson

Thank you, Lew. Good afternoon. Welcome to our Q3 conference call. We are pleased to have you join us. You should all have a copy of the press release and many of you the web presentation. I’ll start the call by providing a few comments on some financial highlights. And then I’ll take a few minutes and provide you with some insights into the business, how we see things developing going forward. Chris will then come on the call and give you his insights operationally, strategically. And then Betsy, Chris, and I will be here to field any questions you may have.

Let’s start with operating revenue. We were pleased with the way the quarter concluded. Operating revenue came in at $51.8 million. This was a 32% increase versus the prior year. It was very much in line with our expectation. We thought we had a very solid revenue quarter.

Our non-GAAP net income came in at $5.8 million. This was a 29% increase versus the prior year. At the EPS level, it was $0.15. This was right in line with where we thought we would be. And on a year-to-date basis, that EPS is now at $0.44. And that is, once again, right in line with our expectation at the end of three quarters.

So we felt that the quarter was solid and we were pleased on an overall basis with that level of business. We have some very solid things going for us and what I’ll do here in a moment is walk you through different activities in the various segments, provide you with my assessment on how I think things look.

Before we do that, just a very quick comment, especially in these financial times, we’ve got a very strong balance sheet. I think it’s important that we always reiterate that. We have no bank debt currently used.

As you saw in the release, we recently renewed our line of credit. We have a $100 million revolver, of which nothing is drawn on it currently, and that has an accordion feature which will take it to $175 million, in line with any potential acquisition needs in the future. We do have the convertible in place, and that’s a $50 million convertible. It matures in June of 2010. It should convert to equity at that time. And we’ve reviewed that with you previously. And I think the last comment, our equity is now at $297 million. We think the balance sheet is very strong. We have plenty of liquidity.

Let’s now look at some highlights. We’ll start with corporate restructuring.

This part of the business is doing very well. Our business is building at a very significant level. We had a record number of engagements for an individual month in July. For the year-to-date, we’ve seen a 180% increase in engagements versus the prior year. We had several major events in the month of September, which will have a very positive effect on the business going forward. In the middle of the month, we were retained on the Lehman Brothers parent company Chapter 11 filing. It’s the largest filing in corporate history. There are in excess of $600 billion in assets involved. Immediately thereafter, we were also retained on a separate case and that’s the Lehman Brothers brokerage case which is a SIPA matter, SIPA meaning the Securities Investor Protection Act. And there are in excess of 600,000 customer accounts involved in that matter.

Recognizing that this activity started in the latter part of September, there was a negligible amount of revenue in the third quarter. Beginning in the fourth quarter, we will see a nice ramp up in revenue from those cases, and that certainly will carry on through the year 2009. So as you’ve been reading in the paper, there is a great deal of activity going on in corporate restructuring. The cases are becoming more frequent and also larger. And we do expect that trend will continue going forward.

A couple of very brief comments on the bankruptcy trustee part of the business in Chapter 7. You saw in the release that filings were up 39% through the first six months of the year. We expect defiance will continue to escalate based on all of the things that you read about in the paper on a daily basis.

Now, we are very focused on building our deposit portfolio. We did see a slight increase in that portfolio from Q2 to Q3. We do expect to see some very steady growth going forward. We have launched a variety of new marketing programs, which are very much focused on building that deposit portfolio.

In addition, as cases continue to escalate, that will contribute to the portfolio. And as we mentioned in Chapter 11, we see the same thing happening in Chapter 7, and that is there will be an increase in the number of large cases.

We’re all aware that we’re in a low interest rate environment. We do anticipate that rates will stay low for a period of time. However, what we do want to point out is that as we grow the deposit portfolio, even with rates being low, that will clearly have a very beneficial effect on the Chapter 7 business. We certainly do expect at an appropriate future date that rates will begin to increase. And at that time, we would have the double effect of a larger portfolio as well as interest rates growing as we move to 2009 and 2010. So, we do feel very good about our market share and about the focus we have on building the portfolio in Chapter 7.

Just a very brief comment on Chapter 13, that’s the smaller business, that’s seven, but we should point out it’s doing very well. We’re gaining trustees in Chapter 13. They’re right on their financial plan. As you may recall, interest rates are not a factor in the 13 business, and we don’t have any banking relationships that relate to the Chapter 13 part of our trustee business.

I think the only other comment to make, and we normally do not make comments on competitor activities, but we’ve had inquiries from several of you just in the last week or so on this particular topic. And it’s good that we touch on it. Our major competitor in Chapter 7 has entered into a lawsuit in early October, which seems to be getting some publicity. All of this is public information because there is a lawsuit. I’m sure that’s what’s prompted some of you to call us. But that competitor invested in auction rate securities. And that has turned out to be a difficult situation, which has led them to a lawsuit with a leading investment bank.

The question you have for us and this is why we mentioned the topic, we do not have any investments of this nature. We do not have any investments in auction rate securities. We do not have any investments in similar instruments or various derivatives. The only thing we did and we talked with you about it earlier in the year is that we did invest in some interest rate floors. As you remember, we exited that position in the first quarter. And when we did that, we took about a $3.5 million cash profit. Since that time, we have not gotten involved in any other hedging activities or those kinds of investments. So Epiq is fine relative to that topic. And once again, we normally wouldn’t talk about a competitor, but it’s only to clarify that we are not involved in this sort of investing.

Now, a couple of very brief comments on settlements, our performance has been very steady, very solid throughout the year on the NTIA matter. That’s right on schedule. What’s very important is that we’re building a new business in the class action area. And as we’ve mentioned to you, we’re really working to bolster our sales marketing capability in class action. We are seeing some nice new clients. We are developing more of a backlog as we move forward. An example of some important, some meaningful recent client retentions would be as follows, General Motors, British Air, Royal Dutch Shell, and Trans Union. And those are the good examples of the kind of new business that we’re getting in the class action area.

So settlements represent good market, there are some nice potentials for us going forward. And we feel good about the results they’re achieving this year.

A couple of very brief comments on eDiscovery, our year-to-date revenue growth is up 26%. That’s very much in line with our expectation. I should point out to you that especially as we get larger, there will be a variability in sequential quarter-to-quarter growth rates. For example, even this year, we’ve had growth rates in individual quarters ranging from slightly under 20% to slightly over 30%. I think 16% to 33% is the range, if I recall.

And then, that’s the way it’ll be because it’s pretty much a function of when new matters start from a processing point of view. Timing is always a factor in some of the sequential revenue growth. We will adhere to the fact that this is a very nice double-digit growth business. And when we talk about that, we typically say 20% to 30% in that kind of growth expectation we have, and that’s exactly where we are at 26% year-to-date. So, we feel good about everything that’s developing in eDiscovery. Chris will talk a little more about international. This and some exciting things happening in London and the international business had some really attractive potential.

I think I’d conclude my comments by just saying the following; we are pleased, once again, with a solid quarter. We think the year’s in good shape on a YTD basis. We are going into the fourth quarter with some very nice momentum. We certainly have some very solid things going on in the company, and the corporate restructuring is certainly a very good example of that, the comments I started the call with.

There’s also a very nice balance among the different operating units we have. I’m happy to reiterate our full year financial goals. We’re comfortable in achieving those goals. I have indicated that in the last couple of conference calls, and I’ll simply reiterate that again today. So we feel good about our full year financial objectives. And I think we will clearly enter ‘09 with some strong momentum. There are a number of things shaping up, which we think are very attractive in the 2009 year for us. The various niche markets that we participate in are all offering some significant opportunity. And certainly in the bankruptcy markets, they are being highlighted in the papers on a daily basis, we have some exciting potential going on there.

With that said, let me ask Chris to make some comments. And then we’ll come back and be happy to take your questions.

Chris Olofson

Good afternoon, and thank you all for joining us. At a time when many companies are struggling with their results, we here at Epiq are very pleased to announce a strong quarter as a good momentum entering the final months of the year. We have been on track since the beginning of 2008. And we continue to believe that the markets we serve in Bankruptcy, eDiscovery, and settlement administration have attractive dimensions for the final months of this year and looking into 2009.

Bankruptcy performance for the quarter was excellent with significant recent activity. As Tom mentioned, we were retained on the largest bankruptcy in history, Lehman Brothers, both on the holding company’s Chapter 11, as well as the SIPA proceeding for the brokerage, that being the Securities Investor Protection Act. It is clearly a major signature new retention for the company. For the quarter, we were averaging better than one retention a week throughout the third quarter. And as Tom mentioned, we had our busiest ever month for new retentions in corporate restructuring during July.

New retentions are typically multi-year longer-term engagements so all of these result in increased inventory, backlog, and future opportunity for periods starting in the fourth quarter and forward into 2009, and potentially 2010. We also saw some very major new trustee client engagements in the third quarter with several accounts that are new to us that we would consider in the mega account category.

Additionally, unlike one of our Bankruptcy competitors who is now involved in related litigation, we would like to clarify for our investors that Epiq does not invest in auction rate securities. Because of our business model involving the simple furnishing of case management software and related hardware and services to our trustee clients, we do not have the unattractive exposures faced by the competitor, which has chosen a more speculative posture than we have.

In addition, when short term interest rates begin to rise, our pricing for trustee services will rise automatically, and therefore, increase the profitability of these portions of the Bankruptcy segment.

As reported by the administrative office for U.S. courts, looking at bankruptcy filings for the first six months of 2008 versus the same period in 2007, Chapter 7 filings are up almost 40%, and total bankruptcy filings are up almost 30%. Client retention remained excellent and very strong throughout the quarter.

Turning to eDiscovery, despite the anticipated normal summer slowness and seasonality to the eDiscovery business, which is something that we saw in 2006, 2007, we saw it this year, and we’d expect to see it in future years, we still showed very good growth from prior year, and on a year-to-date basis, showed a higher growth rate yet. In particular, our international business continues to develop with a focus on the top UK law firms, and has had some very significant recent contribution and record months for the international portion of the business.

In settlement administration, performance continues to be very strong. And we are adding new long term customer engagements month by month that contribute to the backlog in inventory for 2009. We are continuing to add sales professionals in this area, and feel that it has very good potential moving forward.

Looking at the company from a macro level, we expect to see the ongoing activity in US and global financial markets to create tremendous demand for eDiscovery, Claims Administration, Bankruptcy, and Settlement Services for many years to come. We anticipate that this demand will fuel direct opportunities, both in the United States and abroad, for all three of our reporting segments, Bankruptcy, eDiscovery, and Settlement Administration which provide leading solutions that are very relevant to the demands faced by our clients.

Epic is uniquely positioned in the marketplace as the company that brings these three areas of expertise, Bankruptcy, eDiscovery, and Settlement Administration with proprietary technology and expert services under a single roof.

Let me turn things back over to Tom for some parting comments. And then we’ll be happy to take your questions.

Tom Olofson

I think that gives you a good feeling for our assessment of the business. I would say once again that we’re very pleased with the niche markets we’re in because in these very, very difficult challenging times, eDiscovery ties very much litigation. There’s always going to be a good yield activity going on in the class action. Bankruptcy, as we’ve indicated, has a tremendous amount of activity for us, and that’s just picking up on a month-by-month basis.

So all of the markets we’re in, we think, are very viable. And we have some really nice opportunities. And there’s a really good strength and balance when you put all three of those together under the Epiq umbrella. So we do feel good about what’s happening in our business. We look forward to a solid fourth quarter, a lot of momentum going into 2009. Probably the single most important development Chris and I have most touched upon is the Lehman Brothers retention. Both those cases at September just based on the size of those opportunities.

Now with that said, let’s go into the Q&A session. And we’ll be happy now to turn it back over to the operator and initiate the Q&A. And we’re pleased to take any questions that you may have.

Question-and-Answer Session

Operator

All right. Thank you. We will now open the conference for questions and answers from institutional investors and research analysts. (Operator instructions) And our fist question comes from Richard Shannon with Northland Securities.

Richard Shannon – Northland Securities

Hi, everybody. How are you?

Betsy Braham

Good afternoon, Richard.

Richard Shannon – Northland Securities

Let’s see here, a couple of questions I might jump in and out of some of your businesses here. But I guess, first of all, in corporate restructuring on your Chapter 11, it looks by my numbers, if I’m doing my analysis correct that your Chapter 11 business grew a little in the third quarter sequentially. Have I done my math correct here?

Betsy Braham

Richard, as you know, we do not disclose specifically relative to how each of the individual Chapters of business have changed from period to period. But clearly as we look at the increased retentions, you should be able to draw that conclusion. That during the third quarter and as we look into future periods, that it has growth momentum.

Richard Shannon – Northland Securities

Okay. All right. And I guess, specifically in the Lehman Brothers case here, can you give us in terms of magnitude how much this could benefit the Bankruptcy business in the fourth quarter, maybe compare it to previous large cases that you’ve done in past cycles.

Chris Olofson

Yes. Richard, usually the only thing we say and we have to be very, very judicious in any comments on individual cases for a lot of good reasons, but what we would say is simply this. It is clearly a substantive multi-million dollar matter that will go on in a multiple year basis. And other than that, candidly, we’re really not able to make any additional comments. But if you’ll simply be aware of the $600 billion in assets, and it’s been in the newspapers on a very, very frequent basis, I think that you can see that it’s a complex sizable case. And we were very pleased to be retained in that matter.

Richard Shannon – Northland Securities

Okay. Maybe a couple of quick questions on the Trustee business, you said you signed up some new trustees during the quarter. Will these basically share again against your largest primary competitor?

Chris Olofson

Typically when we sign a new trustee it is a replacement bail against the competitor.

Richard Shannon – Northland Securities

Okay. And in terms of somebody’s corporate filings that are bankruptcies that are done in Chapter 7, are those benefiting you substantially here in the third quarter? And do you expect more of that in the fourth? I mean do those assets related to those add materially to your deposit portfolio?

Chris Olofson

Our trustee clients, each manages a portfolio of bankruptcy cases that can include both consumer and corporate filings. So if there is a major Chapter 7 corporate filing that is assigned to an Epiq Systems trustee client, the related deposit dollars do factor into our Chapter 7 revenue model. And yes, we would benefit from those. The key consideration would be that the Chapter 7 corporate case is assigned to a trustee who is a client of Epiq Systems.

Richard Shannon – Northland Securities

Okay.

Tom Olofson

And Richard, one of the things you’re seeing, and there have been more and more articles on it, is while there are a number of articles relative to potential Chapter 11 filings, there’s been a fair amount in the press also that certain companies are pursuing the liquidation of the Chapter 7 route. And as Chris indicated, certainly some of these can be sizeable. And as long as the 7 cases are assigned to one of our trustees, then naturally we would accrue the benefit.

Betsy Braham

And just to expand on that a little bit more Richard. We are aware of some specific large corporate filings that have taken place in the course of the last several months that has in fact been assigned to trustees that use Epiq Systems' products. So the liquidation of those assets, as we look out over the course of the next several years, will in fact benefit Epiq.

Richard Shannon – Northland Securities

Okay. Maybe one last quick question on Electronic Discovery, maybe actually, a couple of questions there in reference to the seasonality in the third quarter that you’ve seen in the past couple of years. Does that primarily reflect on your business in the kind of a front end processing stuff? Did that decline sequentially here in the third quarter?

Betsy Braham

We’re not saying that it declined necessarily sequentially. But the transactional nature of the Electronic Discovery business is related to processing, not the hosting side of that business. And that is where you’ll see growth variability in that particular segment.

Richard Shannon – Northland Securities

Is that why we saw the EBITDA margins come down sequentially in the third quarter?

Betsy Braham

Well you would see EBITDA margins come down because your revenue was not as high in your cost spaces, it is essentially the same from quarter-to-quarter.

Richard Shannon – Northland Securities

Okay. Great. I will jump out of line. Thank you.

Betsy Braham

Thanks, Richard.

Operator

And our next question comes from Tim Willi with Avondale Partners.

Tim Willi – Avondale Partners

Thanks. Good afternoon. Just one question about the Chapter 7 business. Betsy, could you frame for us how much exposure or if there is any left regarding the sensitivity of the pricing on that portfolio to near term rates? It seems that there may yet be another movement downwards before eventually things starting to move up. Is there any color you can give us around that topic?

Betsy Braham

Well, as we’ve indicated before, our links to short term interest rates vary across the various financial institutions that we do business with. And for that specific purpose, we are not specific relative to exactly how the short term interest rates affect a particular financial institution. What we can tell you is that there is a floor associated with the pricing across all of the financial institutions that we work with. And that we would not expect to see any material differences as the interest rates continue to decline. We will continue to see some modifications and adjustments to our pricing. But we will have a floor relative to how much farther that pricing can go down.

Tom Olofson

Tim, the one thing I’d add because I think we’ve discussed this with you before, you do want to, I think, have an awareness on what we’ve talked about relative to the deposit portfolio. Because even though rates are low, as that portfolio increases, naturally it has a very positive impact. And as I indicated earlier, we see that happening not only because we’re focusing on some new marketing programs, which we think will bear fruit in that regard, but also there’s been a real escalation in cases and there are more large cases.

So that’s why I indicated that with rates where they are and even if they fall one more notch, which we would agree with you. That’s very possible. The Feds have certainly been discussing that. The key for us is the deposit portfolio at this point. And then at the appropriate future date, the rates will begin to come back. But certainly, rates have fallen very substantially as we all know. There’s not much left, but there could be a one more cut as you suggest. And I think that gives you our insight into the whole topic.

Tim Willi – Avondale Partners

But you feel that you’ve probably somewhat buffered it at this point from the incremental impact from another Fed move versus two quarters ago or even a year ago in terms of just how you’ve structured the minimum pricing agreements or how those contracts are going to be structured on average across these institutions?

Betsy Braham

We believe that the pricing impact that is left relative to reductions and short tem interest rates will not have any incremental material impact from our current pricing levels. And as we look at the Chapter 7 franchise, as we indicated, we expected during the third quarter the deposit portfolio would either level off or it would begin to increase. And in fact, what we did see was an increase at the end of September, and what those balances were versus where we were at the end of June.

We would expect that trend to continue as we look through the remainder of 2008 and go into 2009 because number one, filings are increasing, which will cause that deposit portfolio to increase; and, number two, some of the shifts that we’re seeing from a market share perspective. So we look at the 2009, 2010 timeframe for the Chapter 7 business as being one where we expect the deposit portfolio to increase.

And we would also really expect over that longer timeframe to see our pricing increase. We would agree with you, Tim, that we may have another quarter to two quarters, and possibly three quarters where we see pricing at these lower levels. But then we would begin to expect to see it to go up as we’re also seeing the deposit portfolio go up. And so over the longer term, we really see a lot of goodness in this particular segment of the business.

Tim Willi – Avondale Partners

Do you think that with the – not only the shift in market share that you’ve talked about and some of the different marketing programs you’ve got out there in the market, but also what appears to be a change in sort of people moving more to – or more inclined to go on to Chapter 7 (inaudible) and liquidations instead of 11 because of lack of debt and finance, debt or position financing, all of those phenomena? Just as a comment, is it possible that balances could grow faster in this cycle than maybe in the last cycle, just given potential for market share shift and people opting more (inaudible) teams through the accelerated liquidation instead of reorganization?

Betsy Braham

I think that that’s a very good observation, Tim. And in fact, yes. I think it is a possibility that we could see those shifts come at a larger rate than we did see in prior filing periods.

Tim Willi – Avondale Partners

Perfect. Thank you very much.

Betsy Braham

Thanks, Tim.

Operator

And our next caller is Herb Buchbinder with Wachovia Securities.

Herb Buchbinder – Wachovia Securities

Thank you. Just a couple of quick questions for you, are you saying that the risk of some of these companies bypassing Chapter 11 completely and just liquidating. I know some retailers have done it, they wouldn’t even go into Chapter 7. Is that something that you’re looking at and worried about at all? And that the other question is, can you give us a feel for the timing of revenue on this coupon business for the conversion for televisions? You must have had a pretty big chunk in this quarter. Please give us an idea as to when this will kind of go away? And how the fourth quarter might compare to the third? And then, I assume it will drop off quite a bit sometime next year.

Betsy Braham

Sure. Let me answer the second part of that question first, and then Chris can come back and respond to the first part of your question. The coupon program for the conversion from analog to digital TV is scheduled to take place in February of 2009. We would expect to see our revenue continue through the first quarter and potentially into the second quarter of 2009 with that program. We’ve seen revenue for that program in each of the first, second, and third quarters this year. And we would have planned revenue for that program again in the fourth quarter.

Chris Olofson

Turning to Bankruptcy, we have seen very strong increases in Chapter 11 corporate restructuring retention throughout the quarter. So we have no shortage of activity whatsoever. In fact, we had our busiest ever month of new cases in July. For a certain percentage of debtors who might consider not doing a Chapter 11 and going straight to a Chapter 7 filing, that is certainly possible. The great news for us is we have the best bankruptcy franchise in the business, across Chapter 7, Chapter 11, and Chapter 13. So we are able to provide solutions and derive revenue from an opportunity regardless of which chapter would be selected.

Herb Buchbinder – Wachovia Securities

Betsy, going back to your question on this coupon business, can you tell us what quarter should get the biggest chunk of revenue? Or how the third and fourth quarter might compare?

Betsy Braham

We typically don’t do disclosure, Herb, on specific client matters. What I would tell you is that in each of the four quarters, there has been some variability between the quarters. But overall, as we look at the year, it isn’t significant and material between each of the quarters relative to the total price of that case.

Herb Buchbinder – Wachovia Securities

Okay. Thank you very much.

Operator

And with no further questions in the queue, I will turn the call over to Tom Olofson for closing remarks.

Tom Olofson

Thank you all very much for joining us. Have a great afternoon.

Operator

And that does conclude today’s conference. Thank you for tuning in, and have a wonderful day.

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