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Internet Capital Group (NASDAQ:ICGE)

Q4 2012 Earnings Call

February 21, 2013 10:00 AM ET


Karen Greene - IR and Marketing Communications

Walter Buckley - Chairman and CEO

Kirk Morgan - CFO


Scott Berg - Feltl and Company

Jeff Van Rhee - Craig-Hallum

Richard Fetyko - Janney Capital


Good day ladies and gentlemen and welcome to the Fourth Quarter Annual 2012 ICG Earnings Conference Call. My name is Tahisha and I’ll be your operator for today. At this time, all participants are in a listen-only mode. (Operator Instructions)

As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today, Ms. Karen Greene, Managing Director of Investor Relations and Marketing Communications. Please proceed.

Karen Greene

Thank you and good morning. This is Karen Greene with Investor Relations and I want to welcome you to ICG’s fourth quarter and year end conference call. I’d like to remind everyone that we are going to use presentation slides to accompany our prepared remarks today. These slides can be found on our website at Go to the investor information tab and you will see an icon for our fourth quarter conference call. The slides can be accessed through that icon. For those of you without immediate access to our website, the conference call and presentation slides will remain on our website and be available for future reference.

On the call this morning, we will be discussing certain non-GAAP financial measures. For additional information on these non-GAAP financial measures, including a reconciliation of these measures to the most comparable GAAP measures, please refer to the press release we put out this morning, including the attachment to this press release. Please note that we issued a corrected press release at 9:50 a.m. this morning regarding our guidance, the change was very minor and with some core consolidated revenue to GAAP revenue, please be mindful of that change. The press release is available on our website which again is To access the press release on our website go to home page and select the February 21st 2013 press release. The attachments to the release can be accessed by clicking on the PDF file contained within the release itself.

Before we begin, I would like to briefly review our Safe Harbor language. The statements contained in this press release that are not historical facts are forward-looking statements that involve certain risks and uncertainties, including but not limited to risks associated with the effect of economic conditions generally, capital spending by our companies’ customers, our companies’ ability to compete successfully against their respective competitors, our partner companies’ ability to timely and effectively respond to technological developments, our ability to have continued access to capital and to deploy capital effectively and on acceptable terms, our ability to maximize value in connection with divestures, our and our partner companies’ collective ability to retain key personnel and other risks and uncertainties detailed in ICG’s filing with the Securities and Exchange Commission. These and other factors may cause actual results to differ materially from those projected.

With that, let me turn the call over to Walter Buckley, ICG’s Chairman and CEO.

Walter Buckley

Thanks Karen and welcome and thank you for joining us this morning. Today I will provide an overview of ICG’s performance for 2012, and our outlook going to 2013, and Kirk Morgan, our Chief Financial Officer, will follow with ICG’s financial results for the fourth quarter and full year.

I am pleased to report to you today on ICG’s strong performance in 2012. Turning to slide 5, I will begin with the financial achievements. In terms of financial achievements we exceeded revenue guidance and achieved the high end of our EBITDA guidance for the year. We purchased approximately 930,000 shares of ICG common stock for $8.3 million during the year. On an operational perspective, we had a very cool year of initiatives and accomplishments.

Turning to Slide 6. We made several accretive platform acquisitions during the year. We acquired 96% ownership in MSDSonline, ICG’s recurring revenue compliance platform. We also completed two tuck-in transactions, Media IQ and UAI, strengthening Procurian’s marketing and energy practices. In addition, we increased our ownership in some of our businesses while streamlining and simplifying our model. We consolidated Channel Intelligence and under our leadership CI achieved a record booking and established a strong partnership with Google. It culminated in its recently announced sale to Google for $125 million, resulting in $60.5 million to ICG.

In addition we completed our tender offer for Procurian shares increasing our ownership on Procurian to 85%. And we recently announced that we increased our ownership in SeaPass to 53%, bringing SeaPass into ICG’s group of consolidated companies, as ICG’s digital insurance platform. We will talk more about SeaPass in a few minutes. Shortly after year end we sold Investor Force to MSCI for $23 million, resulting in approximately $21 million in proceeds to ICG.

For more on operational perspective, turning to slide 7. As a result of our R&D investments for approximately $14 million, we achieved important product development milestones across our procurement, government and compliance businesses. We released a new version of Savings Link, a customer portal and several business intelligent tools at Procurian. We also released a new version of network software GovDelivery, and at MSDSonline we added new chemical management and workload capabilities, a new mobile interface and new training forces all onto their SaaS platforms.

As result of our significant $22 million investment in sales and marketing, we greatly enhanced our capabilities across the Board. We successfully rebranded Procurian to capitalize on its unique value proposition and establish Procurian’s UK and European sales and marketing teams. We significantly expanded the sales teams at our Government Compliance Businesses and we expanded a lead generation capabilities at each of our businesses.

Moving onto Slide 8, we also expanded globally from a delivery perspective, launching a Central European buying center for our procurement business and opening Procurian delivering centers in Buenos Aires and Shanghai.

On turning to slide 9, as a tail for these investments, all of our businesses achieved record bookings in 2012. Procurian signed seven new clients during the year including market moving wins with Zurich and Harley Davidson and extended our strategic relationships with 24 clients including a 4-year renewal with a key CPG client.

GovDelivery added 63 new clients in 2012 signing the largest contract in its history in each of its major markets; Federal, Europe and state and local. This company now has a total of 39 million unique subscribers.

And finally, MSDSonline added close to 1,400 new customers to its platform in 2012.

Turning to slide 10, I’d like to turn back to SeaPass now to provide some additional insight on our insurance business. SeaPass as recurring revenue SaaS platform that drives efficiencies in savings through its software, data and BPO services in the Property and Casualty Insurance market place.

Given our deep expertise in operating recurring revenue SaaS based businesses; SeaPass fits well into the ICG family. As I mentioned, SeaPass with the SaaS based platform that automates the process of selecting and obtaining commercial and personal insurance. SeaPass electronically collects the underrating information required by topline carriers and allows customers to view proposals online within minutes.

In addition to the technology, SeaPass offers a recurring BPO component which essentially utilizes its software to and help its P&C insurance industry partners, manage all their customer's insurance needs more efficiently. This managed services element of the business drives market share, growth and retention as well as increased revenue per customer for SeaPass' insurance partners.

With the strength of this technology platform, processes and team of experts, we believe SeaPass delivers a unique, high-tech, high-touch approach to all its customers from small business owners to insurance agents to carriers that serve this industry.

SeaPass has deep relationships with trusted partners such as CNA, Liberty Mutual, AIG, Zurich, Chubb, Progresses, Hanover, Eon, and Willies to name a few and with $1.04 billion in premiums flowing through its platform today and an overall market opportunity that is estimated by industry analyst to be $250 billion of annual premiums. We believe the company is well positioned for substantial growth going forward and we believe this business has the potential to drive significant value for ICG over the next several years.

Now moving onto slide 11, in general our business has finished the year ahead of plan and we’re entering 2013 with a strong foundation of annual recurring revenue. With that as our base, we are encouraged about the growth for the year as we look at our customer pipelines.

Our prospect pipeline for procurement outsourcing is strong with several medium to large opportunities in mid to later stages including several global source to pay deals. We also have a growing pipeline of standalone energy and marketing opportunities as part of our strategy to sell more targeted point solutions. But we note that these opportunities are much smaller in size in our comprehensive outsourcing opportunities.

In our government business, 2012 was a record year GovDelivery’s pipeline going into 2013 is larger in terms of contract size and it was coming to 2012. As is typical for GovDelivery, there are a large number of opportunities in the pipeline with a small number of larger deals representing about half the pipeline in terms of dollars and then a broad range of deals that are small to midsize. We do face uncertainty around the budget sequestering process which could cause a temporary freeze in spending at certain government agencies and thereby delay contract signings.

But that said, given that GovDelivery platform deliveries, important efficiencies and cost savings, we believe government agencies will still find our value proposition compelling.

Our compliance business has a wide and predictable pipeline that continues to grow as a result of terrific legion edging there we have to put in place and the regulatory changes taking place in environmental safety marketplace.

And finally at SeaPass, we are working with a number of large late stage contracts with significant insurance industry players with a rich pipeline of early to mid-stage opportunities behind us.

In summary, I would say we are enthusiastic about our overall pipeline potential for the coming year with timing and macro events as a big determinant to how the year will play out. Equally important is our transition to becoming an EPS company with the methods by which we and you can gauge our performance going forward, as Kirk will elaborate on in greater detail.

With a strong focus on building shareholder value, you could expect us to continue to drive revenue and earnings growth in 2013, to continue reinvestment in our businesses owning more of our businesses and doing accretive tuck in acquisitions that enhance our capabilities and customer bases. With that I'll turn it over to Kirk.

Kirk Morgan

Good morning, thank you Buck. Today I'll provide a detailed review of our 2012 results, present our 2013 guidance and discuss our capital allocation strategy. 2012 was a great year for ICG as highlighted on slide 13. We exceeded the top end of our $180 to $190 million revenue guidance range with an $191.5 million of core consolidated revenue and we reported $19.7 million of core consolidated EBITDA which was at the upper end of our guidance range of $18 to $20 million. Both of these are great achievements and set us up for continued growth and profitability in 2013 which I will discuss in a minute.

As you know, we recently sold Investor Force and Channel Intelligence. For GAAP purposes the revenue and result of both companies will be reported as a discontinue operations for all periods presented. So, the revenue will be removed from our 2012 and 2011 GAAP results. Accordingly, our GAAP revenue for 2012 was $166.6 million up from $133.4 million in 2011, an increase of 25% which is presented on slide 14 and restated in the attachment to our press release for your reference.

Moving down our 2012 annual GAAP income statement, gross margin percentage ticked down a bit in 2012 from 2011 as a result of heavy investment as we execute on large contract award in 2012 at Procurian, and investment in the second data center for federal, state and local clients at GovDelivery.

We expect a similar level of investment in 2013 at Procurian and then an uptick in gross margins as we enter 2014.

Sales and marketing expenses increased as a result of investments being made in Procurian, GovDelivery and MSDSonline.

Now we are starting to see some leverage in the G&A and R&D lines as it decreased in total modestly as a percentage of revenue in 2012 from 2011. And now if we exclude the impact of stock based compensation on that line, the decrease is even more and we expect this improvement to continue in 2013 and beyond.

Now let me provide some background before I start discussing our 2013 guidance. When we developed our new strategy in 2010 we decided to focus on only more of our profitable recurring revenue platforms, acquiring new recurring revenue platforms and improving the bottom line. 2013’s expected profitability will demonstrate that part of our transition is complete.

On an operational standpoint we will continue to grow our recurring revenue base by investing in sales and marketing, technology development and international expansion, significantly improving the bottom line over the long-term.

Now from my perspective, the most encouraging part of 2013 plan, is that we expect to be a profitable company growing our GAAP revenue over 26% while making significant investments in sales and marketing above over $35 million. Now if we shut that sales and marketing (inaudible) it off which clearly, we do not want to do as we are building a very big recurring revenue base with that investment. We will be more profitable in 2013 but it would come at the expense of later years as we think these sales and marketing investments will pay compounding dividends over the next 2 to 4 years.

I also want to call to your attention our guidance metrics for 2013. We will be moving to a GAAP revenue guidance range for our revenue metric and an adjusted net income for diluted share for a bottom line metric, which you may hear us refer to as EPS guidance. When we discuss the EPS we mean adjusted EPS in all situations. We reconcile all of this from a historical view point in our non-GAAP reconciliation included as an attachment to our release.

Now focusing on the details on Slide 15, we expect GAAP revenue to increase from a $166.6 million in 2012 to between $210 million to $220 million in 2013, an increase between 26% to 32%.

On Slide 16, we expect adjusted EPS to improve from a loss of $0.11 per diluted share in 2012 to income of $0.01 to $0.05 per diluted share. In arriving at this guidance we assumed our weighted average fully diluted shares on an annual basis for 2013 will be between 38.5 to 39 million. Now our positive EPS guidance reflects an important milestone for ICG.

Now in building our IBS models and estimates for 2013, I want to call to your attention to a few items. The improvement in adjusted EPS from 2012 to 2013 will be experienced across all of ICG.

Secondly as our guidance is on an annual basis, I want to discuss quarterly splits at a high level. The historical quarterly revenue in EPS build for 2011 and 2012 that you can see in our press release attachments should hold true at a high level in 2013. That is, the second half will be stronger than the first half and there will likely be some lumpiness in the bill.

Now, before I review our capital allocation strategy on Slide 17, let me level set where we are from the cash perspective. Back during the recent investor force and channel intelligence closings, we have approximately a $120 million of Performa cash and $33 million of borrowings on a consolidated basis as we entered 2013, leaving our balance sheet very strong.

Now, let me review our capital allocation strategy. We are committed to deploying capital in a manner that we believe will fuel continued long-term growth. We are doing this from an operational capital perspective which I discussed earlier with significant investments and sales and marketing and technology development in 2013. Our other capital allocation priorities focused around earning more of our businesses supporting its accretive, strategic, vertical tuck-in acquisitions and share repurchases.

Turning to slide 18, in 2012 we repurchased approximately 930,000 shares for approximately $8.3 million in the open market. So to date, under our $50 million share repurchase program, we have deployed almost $28.9 million reducing our shares outstanding by $4.2 million shares at an average price of $6.84 per share. Now in continuation of this strategy, we expect to repurchase at least $10 million of our stock in 2013 which will represent a significant increase over the average repurchase amount of $5.8 million per year over the last five years.

Additionally, we will strategically seek to deploy capital to increase ownership and support vertical tuck-in acquisitions. Both are also accretive uses of our capital. As we look ahead to 2013 and beyond, we remain optimistic about our growth potential and intend to continue investing to capitalize on our large market opportunities.

With that, let me turn it over to Buck before a few closing remarks before we open the line for questions.

Walter Buckley

Thanks Kirk and now we like to open it up to questions.

Question-and-Answer Session


(Operator Instructions). Your first question comes from the line of Scott Berg from Northland Capital market, please proceed.

Scott Berg - Feltl and Company

Couple of quick questions, first of all on Procurian. I think this the first time in recent memory, at least a few quarters that I’ve heard, Buck comment positively on several mid-to-large, kind of mid-to-late stage Procurian deals. What can you tell that about kind of that market opportunity right now, it seems like you’re seeing acceleration in deals at least more in the pipeline and can you talk a little bit maybe what’s driving that first?

Walter Buckley

Yes Scott, I think overall, yes we are encouraged by what we’re seeing just in general; there is more deals in pipeline. We've really seeing that probably over the last 12 months as the deals that come in from the top of the pipeline and I think what’s most encouraging as we look at is the number of large deals in the pipeline, really from the early stage to the mid to later stage as I mentioned and I think it’s too early to say that the market's reached a at tipping point and just to remind everyone I think that’s still less than 10% of the market's been penetrated by the players in this industry.

But I think people are realizing that this is a very important area that needs to be looked at and analyzed from a cost saving perspective. I think companies are waking up to the fact that huge cost can be taken out and so we are seeing more large source to pay deals than we’ve seen ever frankly and we've heard that in the industry as well and so I think it’s a positive development and hopefully we can capitalize on that momentum in 2013. I would add that these deals are very big and very hard to predict from a timing standpoint as we learned at Zurich.

Scott Berg - Feltl and Company

Great and then a question on the sales and marketing spend increase here in ’13. Sounds like the positive deal momentum that you’re seeing in Procurian is leading to some of these sales in marketing investments although I assume they cross selling your company line all the consolidate companies, excuse me, can you divide out or give some color as to what that spend looks like whether it’s either by geographic region maybe by each of the individual consolidated businesses and is it more in adding sales people or trying to I guess increase marketing. I am just trying to triangulate I guess what that large increase looks like.

Walter Buckley

It’s really across the board Scott. we’re seeing at Procurian and in some additional sales heads, additional sort of sales support heads both in U.S. and importantly in Europe as we roll out in Europe trying to capitalize on the Zurich win there, so I think it’s both U.S. and international there and then at the other businesses, it's really focus on adding sales head and some marketing expense, so I think across all the businesses it’s pretty balanced between both sales and marketing.

Scott Berg - Feltl and Company

And the last question for me is, what’s driving the strong movement in your non-GAAP EPS guidance in the move, $0.11 to $0.15 or $0.16 is obviously a pretty big jump and given the additional sales and marketing increases, just trying to understand may be where that leverage is coming from appropriately?

Walter Buckley

Yes, as I said that’s what I am most encouraged about. We are able to show that type of improvement while still making significant investments across the line and sales and marketing technology and the like. I think we are just starting to see the leverage Scott that we expected to see. As we said about the strategy in 2010, it was all about building our recurring revenue base and we knew these businesses were going to be profitable and we're starting to see that. I think that’s the most encouraging part of 2013 as we can get this type of revenue growth and be profitable, it really should set us up for the next few years.


Your next question comes from the line of Jeff Van Rhee from Craig-Hallum. Please proceed.

Jeff Van Rhee - Craig-Hallum

Real nice quarter and guide here just a number of questions. Just starting at a high level, you have got a lot of moving parts, a couple of businesses going out, one coming in. within the revenue guide, what’s the implicit organic growth if you just apples-to-apples the two years’13 to ’12?

Walter Buckley

Yes, it’s 15% to 20%, Jeff.

Jeff Van Rhee - Craig-Hallum

Okay, and in terms of just longer term obviously the core asset in there or the biggest at least being the Procurian side, how do you think about even just intermediate terms, not necessary this year but next two-three years, how do you think about growth there?

Kirk Morgan

As we see this market develop and I think we are seeing it really as unfold as we speak. I think this company should get back to a 20% growth level. It’s very dependent on timing from a GAAP standpoint but certainly the pipeline and the size of the contracts would support that.

Jeff Van Rhee - Craig-Hallum

And then obviously with the EPS guide, pretty big transition for the company and bit of a milestone, more than a bit of a milestone I guess but in terms of us working into those numbers, can you give us a sense of gross margins and operating margins that are implicit here so we have some check markers as we are building the model?

Kirk Morgan

As I think about ’13, gross margin probably overall, Jeff, somewhere net 35% to 37% range in there as you build the sales and marketing investment that we are making, we talked about that kind of what that increase would be, wouldn’t expect I think G&A and R&D are going down as a percentage of revenue, so we are seeing leverage there. I think we are clearly taking action on the G&A line and making sure we have that proper leverage in improving part. But as I said in my script, it’s improvements across the board; it’s how we are achieving this improvement adjusted EPS. So it’s not being driven by one particular thing. It’s really improvement across the board.

Jeff Van Rhee - Craig-Hallum

And what’s the implicit EBITDA here?

Kirk Morgan

We are not disclosing that specifically Jeff, we are really trying to get to the EPS, but it’s certainly higher than the roughly $20 million that we did. So it’s certainly an improvement over that, probably 5% to 10% kind of thing, a little higher than that. We are really focusing more on the adjusted EPS there.

Jeff Van Rhee - Craig-Hallum

You have talked about the sales investments. Can you expand on that? What, across the border what is this, whether it’s just given as number for Procurian or everybody put together but can you quantify where that takes us in terms of direct hedge from X to X if there is some way to do that?

Kirk Morgan

Well, it’s hard. And there are other sort of walk through each company, directly. At MSDS we're increasing the sales headcount by over 20%, probably similar number at GovDelivery and at Procurian. You have to look at sales and marketing in total, but there is headcount increases and also legion spend and so that would be in that same range, if not more. So we think significant investments starting with Legion which really I think all these businesses being and be the qualified leader so it’s a lot easier to drive to a successful sales conclusion and then not, and all the way through to senior sales resources so. We think that 2013 really scroll down '13 of the years to make those investments, so I think we begin to see those, as a percentage of revenues begin to decline in '14.

Jeff Van Rhee - Craig-Hallum

And then last one, obviously the CI sales to Google, a really nice transaction all the way around, I think the filing said that was completed and then it just noted some escrow would come later. How much of the cash is in your hands and how much comes in the escrow?

Kirk Morgan

I reflected that. We can't disclose that specifically Jeff. But I did reflect that in my analysis is to get to the 120. We assume that it’s the cash in hand today and then obviously there will be a bit more when the escrow is released.

Jeff just me correct that, the EBIT improvement would be about 20% or plus over 2012.


Your next question comes from the line of Richard Fetyko from Sandy Capital, please proceed.

Richard Fetyko - Janney Capital

I noticed I guess you closed on seven deals throughout the year which implies you didn't close any in the fourth quarter, is that correct and do you anticipate closing any in the first quarter of this year?

Kirk Morgan

No we actually closed Harley Davidson late in the fourth quarter, so it wasn't really much from a GAAP standpoint but that was a very important win strategically and a big win. So in terms of quarter-to-quarter we really don't comment on activity that we feel good about 2013 just from a closing standpoint predicting exactly when things will close is very difficult.

Richard Fetyko - Janney Capital

Did you lose any deals throughout 2012 on the Procurian side, any customers?

Kirk Morgan


Richard Fetyko - Janney Capital

Okay and then on the SeaPass, I think you mentioned that the revenue guidance for 2013 implies a 15 to 20% organic growth which would imply about $10 to $20 million revenues from SeaPass. Is that a right calculation?

Kirk Morgan

Yes, I mean SeaPass is I would say our smallest company but SeaPass is growing. We think the company is extremely well-positioned in the marketplace, dealing with carriers, large agencies and direct customers and with a terrific SaaS platform they’ve integrated the back offices at 30 largest carriers to get real time pricing quotes and proposals something that no one should crack the code on and we think with the team and the market position they have; we think that we can help them grow significantly over the next several years. So as a company, we're excited about it, you will hearing more about it as the year unfolds, but that's a good general guess, I mean range.

Richard Fetyko - Janney Capital

Yes, I had a follow up on SeaPass, just could you tell us about the revenue model as it is generally would, what the structure is and the pricing?

Kirk Morgan

That’s a good question, I mean it's really two revenue streams; subscription based revenue which today is the majority of the revenue. There is also a commission based element of the business. There is a segment of the business called Bold which is an online insurance agency where we act as an agent primarily in the small business, small medium business, marketplace where we have well over 20,000 small business customers and we receive commission like traditional insurance agent in the range of 15% per year as long as the policy is enforced and that top we’ll get leverage with the carriers as well, so two revenue streams today, the majority subscription but we think commissions will be an important component going down the road.

Richard Fetyko - Janney Capital

Subscription is based on like seat or…

Kirk Morgan

Yes it’s a SaaS subscription, three year contracts and recurring and based on how many users.

Richard Fetyko - Janney Capital

And then what is competitor positioning of this company, are they replacing someone in these installations or just providing something completely new to marketplace?

Kirk Morgan

It is a very good question by enlarge, we’re automating business processes that have yet not been automated and because we’re able to integrate into the back offices of these large carriers, we’re not being able to get an insurance agent can fill out the form with their customer onetime and submit that electronically to 10 carriers and within an hour get pricing and proposals back from those 10 in a way that really had not been able to be done before.

And we think we’re automating a bunch of areas and haven’t been automated and there are certainly competitors on the fringe but I think the core value proposition is unique from our perspective.

Richard Fetyko - Janney Capital

Right and then finally on the adjusted earnings, what is adjusted for its corporate overhead reflected in that as well?

Kirk Morgan

Yes it is. If you look at the reconciliation that we included the attachment to press release you will see that the primary things that we’re taking out are stock base compensation amortization of intangibles and those kinds of things but it does fully reflect headquarter expense that fully reflects depreciation and fully reflects interest expense and importantly it reflects cash income tax that we’re paying.


We have no more questions in queue. I would now like to turn the conference back over Mr. Walter Buckley for any closing remarks. Please proceed.

Walter Buckley

I’d like to thank all of you for joining us this morning and we look forward to reporting on our Q1 results in early May. Thank you.


Ladies and gentlemen that concludes today’s conference. Thank you for your participation. You may now disconnect, have a great day.

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