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Executives

Walter W. Buckley - Chairman and Chief Executive Officer

R. Kirk Morgan - Chief Financial Officer

Karen Greene - Investor Relations

Analysts

Scott Berg - Northland Capital Markets

Jeff Van Rhee - Craig-Hallum

David Cowen - Midwood Capital

ICG Group, Inc. (ICGE) Q1 2013 Earnings Conference Call May 2, 2013 10:00 AM ET

Operator

Good day, ladies and gentlemen, and welcome to the First Quarter 2013 Earnings Call. My name is Shawn 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 call over to Karen Greene, Managing Director, Investor Relations. Please proceed.

Karen Greene

Thank you and good morning. This is Karen Greene with Investor Relations and I'd like to welcome you to ICG’s first quarter conference call. Just as a reminder, we are going to use presentation slides to accompany our prepared remarks today. These slides can be found on our website at icg.com. 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 slides will remain on our website and be there 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. The press release is also available on our website which again is icg.com. To access the press release on our website go to our home page and select the May 2, 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 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 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, I will turn the call over to Walter Buckley, ICG’s Chairman and CEO.

Walter W. Buckley

Thanks, Karen, and welcome and thank you for joining us this morning. Today I will provide an overview of ICG’s performance for Q1 2013, and Kirk Morgan, our Chief Financial Officer, will follow with ICG’s financial results for the quarter.

Turning to Slide 5, in terms of financial highlights, we had solid revenue growth for the quarter and profitability was in line with our plan. We repurchased approximately 161,000 shares of ICG common stock for $2.1 million and expect to meet our $10 million annual share repurchase goal. Finally, we had a strong start to the year with the sales of Channel Intelligence to Google and InvestorForce to MSCI, realizing a total of approximately $81 million. On an operational perspective, we continue to aggressively pursue our key growth initiatives.

Turning to Slide 6, we doubled our investment in sales and marketing from Q1 2012 to Q1 2013, deploying $8 million across the business in the quarter, strongly positioning us to further capitalize on the large untapped markets we have in front of us. To elaborate on this further, we grew our aggregate sales and marketing force to approximately 160 people, with over 110 quota-carrying executives now. We rebranded SeaPass, our insurance platform, to Bolt Solutions, unifying its software platform and agency capabilities under one brand, and we actively drove demand generation at each of our businesses, resulting in increased visibility and brand awareness in key trade and business press, resulting in increased leads across the businesses. We continue to invest in research and development, deploying $3.2 million to support continuous improvements across our businesses.

Turning to Slide 7, during the first quarter, we launched the Bolt Platform for carriers, significantly expanding Bolt's addressable market with the extended focus to include large P&C insurance carriers. Ongoing product development at our government business resulted in greater diversification of product revenue. GovDelivery signed its largest contract to date into transactional messaging needs as opposed to mass communication needs that represents the bulk of our business.

In fact, as of the end of Q1, more than 10% of total recurring revenue comes from add-on communications solutions that we've developed over the past several years, which is CRM and (indiscernible) notification and transactional messaging, that should continue to grow. And finally, building on its regulatory compliance capabilities, MSDSonline recent product upgrade provided customers a seamless method to submit required reports of hazardous chemicals to state and local emergency responders.

Turning to Slide 8, our businesses achieved strong bookings in Q1. Procurian signed five new clients during the quarter, including one comprehensive procurement outsourcing solution with a global CPG company and four smaller contracts for energy management. The company also continued to make good progress with Zurich, rolling out implementation in stages across multiple countries globally. If you're interested in learning more about that relationship, Supply Management Magazine recently issued an article about Zürich and why it shows the outsourced procurement. You can find it on our website under press post links. Procurian now manages over $28 billion in spend for 45 companies.

And moving on to GovDelivery, in spite of the sequestration, GovDelivery signed 18 deals in Q1 and added 5 million unique subscribers as a result of cross-promotional efforts on behalf of its customers, bringing its subscription base to 45 million citizens. MSDSonline added 350 new customers to its platform in the first quarter, growing its user base to 8,350 users, and finally, Bolt continued to make important progress in implementing the Bolt Platform at several major carriers

Moving onto Slide 9, our businesses finished the quarter in line with our expectations and we are continuing to build our strong foundation of annual recurring revenue, which represents roughly 90% of our overall revenue. With that as our base, we are encouraged by what we see at our customer pipelines. Our prospect pipeline for procurement outsourcing remains strong. We are seeing some very large opportunities as well as a number of midsized deals for global source to pay opportunities. Note that the large deals we are seeing are highly competitive and sales cycles are quite long.

We are also maintaining a growing pipeline of standalone energy and marketing opportunities as part of our strategy to sell targeted point solutions. It is important to remind everyone that these opportunities are much smaller in size in our comprehensive outsourcing opportunities but the volume of these deals should be much higher, and hopefully a number of them will result in new comprehensive outsourcing deals in the future. Overall, we are encouraged at awareness of procurement outsourcing in general as well as that of our own brand appears to be growing, and most of all, this market is very large with limited penetration.

In our government business, GovDelivery's pipeline remains strong and a number of new opportunities just continue to grow. As we reported last quarter, there are large number of opportunities in the pipeline with a small number of larger deals, 250,000 on an annual basis, representing about half the pipeline in terms of dollars and then a broad range of deals that are small to midsize. Our compliance business has a wide and predictable pipeline that continues to grow as a result of the regulatory changes taking place in the environmental safety space, and the aggressive marketing activity that Company has employed.

And finally, at Bolt, we are making very good progress working through a number of large late stage contracts with significant insurance players. We have a rich pipeline of mid-stage opportunities behind those. Again, these are large complex negotiations, so timing is difficult to predict.

In summary, I would say we are encouraged by the overall growth we saw in the quarter with timing and macro events as big determinants regarding how the year will play out. Additionally, we're excited about our profitability goals given the aggressive investments we continue to make across the board to further strengthen our ability to seize the market opportunity that we have ahead of us. We have strong focus on building shareholder value, you can expect us to continue to drive revenue and earnings growth, to continue to reinvest in our businesses, earning more of our businesses, and accretive tuck-in acquisitions that enhance our capabilities.

With that, I'm going to turn it over to Kirk.

R. Kirk Morgan

Good morning. Thanks Buck. Today I'll provide a detailed review of our Q1 2013 results and discuss the outlook for the rest of 2013, our capital allocation strategy in ICG at a high level. Our first-quarter results reflected a solid start to the year for ICG as highlighted on Slide 11. Revenue of $46.3 million for Q1 of 2013 was an increase of 34% over $34.7 million of revenue for the first quarter of 2012. This Q1 2013 of $46.3 million was reduced by $753,000 for a deferred revenue adjustment related to the MSDSonline and Bolt acquisitions.

Moving down our Q1 GAAP income statement, gross margin percentage essentially remained the same in the 2013 quarter compared to 2012. Margins are being impacted a bit as a result of the deferred revenue adjustment and the investment being made as we execute on the Zurich contract awarded in 2012 at Procurian and investing in a second data center for federal, state and local clients at GovDelivery. We expect the investment to continue throughout 2013 at Procurian with an uptick in gross margin as we enter 2014.

Sales and marketing expenses increased $4 million as a result of investments we made at Procurian, GovDelivery, MSDSonline and Bolt, that Buck discussed earlier. We continue to see leverage in the G&A line as it decreased modestly as a percentage of revenue in 2013 compared to 2012, and particularly with base headquarters expenses of $3.7 million in the first quarter of 2013, at the lowest level in a number of years, as we continue to reduce the size of our operating footprint from a headquarters' perspective. 2013 estimate on a full-year basis are below $12 million, will be a reduction of over 25% from our 2012 run rate. If we exclude the impact of stock-based compensation on that line, the decrease is even greater and we expect this trend to continue going forward. Additionally, depreciation expense was $1.5 million for the quarter.

Now moving to the bottom line, our Q1 adjusted net income results essentially met our expectations. Even while increasing our investments in sales and marketing significantly, adjusted net loss for the first quarter of 2013 was $2.8 million compared to 2012's $2.6 million adjusted net loss. The $2.8 million includes $800,000 for cash tax expense related to foreign and state taxes. We are still expecting our total annual cash tax expense for 2013 to be approximately $1.5 million, so future quarters should be lower.

Our GAAP net income was $19.1 million compared to a net loss of $7 million in the 2012 period, with the 2013 GAAP results being driven by the gains recorded in connection with the Channel Intelligence and InvestorForce sales.

Now with respect to our businesses, Procurian's revenue growth in Q1 of 2013 over the same 2012 period was 17% on a constant currency basis and adjusting for the impact of the Zurich interim agreement in Q1 of 2013. Profitability was post expectation for the quarter as Procurian registered its 24th consecutive profitable quarter. Now our SaaS businesses registered 31% organic revenue growth with MSDSonline being profitable and GovDelivery and Bolt continuing to invest in sales and marketing and technology development.

With our Q1 performance, we believe we are on track to achieve our annual revenue and adjusted net income per diluted share targets as put forth on slides 12 and 13. And remember as you are building your models for the remainder of the year, that there will be quarterly lumpiness in the build. We expect the second half of 2013 will be stronger than the first half, the second quarter of 2012 is a challenging comp to beat as the positive impacts of the interim Zurich contract contributed significantly to the Q2 2012 results. Additionally, Europe in general presents a challenging spend environment for our customers.

Now before I review our capital allocation strategy on Slide 14, let me level set where we are from cash perspective. Our balance sheet remains very strong. We ended the quarter with over $97 million of cash and $35 million of borrowings on a consolidated basis with a debt-to-equity ratio of only 0.1 to 1. During the quarter, we received approximately $73 million in cash from the sales of Channel Intelligence and InvestorForce. A total of about $8 million additional cash could be received in connection with escrows from these deals.

We deployed $2.1 million for share repurchases during the quarter, $1.1 million for CapEx, and the rest for operations at our platforms, principally due to working capital changes as a result of year-end 2012 performance plan payouts. We expect cash flow from operations to build throughout 2013. We continue to be committed to deploying capital in a manner that we believe will fuel long-term growth. We are doing this from an operational capital perspective which we discussed earlier, with significant investments in sales and marketing and technology developments in 2013.

Our other capital allocation priorities focus around honing all of our businesses, supporting accretive, critical tuck-in acquisitions and repurchasing shares. We continue to expect to repurchase at least $10 million of our stock in 2013 with I lay out on Slide 15. Now this will represent a significant increase over the average annual repurchases of about $5.8 million over the last five years.

Now as we continued on our transformation, we sometimes were asked, how should you as an investor look at ICG? And we lay out on Slide 16 some key points from a high level and when we embarked on our shift in strategy in 2010, we decided to focus on owning more of our profitable recurring revenue platforms, acquiring new recurring revenue businesses and improving the bottom line.

So, a way to think of ICG is that we are profitable, recurring revenue business with a 2013 revenue guidance range of $210 million to $220 million. We expect to be profitable in 2013 while investing over $35 million in sales and marketing. We have a strong balance sheet with over $97 million of cash and a low debt-to-equity ratio. And we are tremendously tax efficient with over $325 million of NOLs and $128 million of capital loss carry forwards. Lastly, keep in mind that we are addressing some large underpenetrated markets.

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

Walter W. Buckley

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

Question-and-Answer Session

Operator

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

Scott Berg - Northland Capital Markets

Congratulations on a strong Q1. Just a couple of questions here. First of all, on pipeline across the portfolio, exiting Q1, how would you characterize their momentum versus what you saw coming out of 4Q, did they kind of, were they kind of in line or were they a little bit stronger than your initial expectations or any color there that you can provide would be great?

Walter W. Buckley

Sure, I would say at Procurian, I would say not much change from the end of the year to Q1, I think it remained strong. So, a large number of small to medium deals with a few large deals. I think where we are seeing increasing pipeline from both the Bolt and MSDSonline, Both with large carriers and just MSDSonline with (indiscernible) environment and the aggressive marketing activities that the company has been deploying, we are seeing really expanding pipelines in both of those companies, and obviously Gov is I think consistent with what we've been saying, but overall I think very healthy.

Scott Berg - Northland Capital Markets

Great. Could you see any impact on the sequestration in the quarter on GovDelivery's prospects in particular?

Walter W. Buckley

No, it's a good question. A couple of things on Gov, I mean Gov in spite of what was going on in Washington with sequestration, we think it had a terrific quarter. It signed 18 customers, their largest, they signed a very large contract with a federal agency around transactional messaging which is really one-to-one messaging, a personal message about your Social Security statement or whatever, it wasn't Social Security but it was a targeted individual personal like message. And we think that's a very important milestone for the company.

And as importantly, they grew their citizen user base from a little less than 40 million citizens to 45 million citizens in one quarter, that's the biggest jump we have seen ever from a company and I think that's a result of the network effect beginning to take place where now when you chip into GovDelivery platform as a customer, we can drive traffic to your site through our existing customer base, citizen base. So, we think overall it was a terrific quarter, I think it really sets themselves up for a good year.

Scott Berg - Northland Capital Markets

Great, last question for me and I'll turn it over is, on the Zurich deal, would you consider that fully rolled out here in the second quarter or are there aspects of that contract that still need to ramp in the second half of the year?

Walter W. Buckley

It's a good question. First of all, at high level, I think we are pleased with where Zurich is overall. I think it is a very good relationship as I mentioned I think last year, or in February, 2013 has some large savings targets as part of our delivery requirements and we are on track to meet those. And from a rollout standpoint, it's not completely rolled out but I would say the vast majority of the rollout is in effect.

Operator

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

Jeff Van Rhee - Craig-Hallum

Buck, just in terms of the quarter I guess a couple of questions, maybe part of this for you Kirk as well, the organic growth rate, my apologies if you mentioned it, I missed part of the call, but what was the overall organic growth rate, and then as it relates to revenues, you had commented that the earnings I think had largely hit expectations, how about revenues relative to your expectations, and in that context, what were the variances?

R. Kirk Morgan

So organic was 16% Jeff, as we said, just the net results were essentially in line with expectations. Revenue was a little light from where we thought it would be but not a huge difference there. I think it just had to do with the timing of signings, that's all.

Jeff Van Rhee - Craig-Hallum

And I mean, can you expand on that in terms of the revenue challenges, the timing of signings as it relates to? I mean it sounds like the SaaS business put up pretty big numbers, you mentioned Gov and some of the other trends, does that mean – I mean obviously things could be lumpy at Procurian, I get that, and you've got some big deal potential there, so does this point add Procurian for the quarter or ultimately just a little more on the variance if you would?

Walter W. Buckley

I think also at Bolt there is a little variance there, we are rolling out a big contract there, to implement the contract (indiscernible) revenues sort of push out there, Jeff, and then clearly I mentioned the (indiscernible) Gov given the nature of their businesses where we're right on for the quarter and then the residual will be Procurian.

Jeff Van Rhee - Craig-Hallum

Okay, and then you had commented on EMEA, and again apology, I missed part of the context there, you mentioned the macro weakness would weigh or is weighing, can you just expand on what you've seen in EMEA, how that's progressed, which businesses that is impacting most, but mostly just everybody knows it's kind of been weak, has it materially changed recently or some context there?

Walter W. Buckley

Yes, I think there are really two different dynamics going on. I think from an existing customer standpoint, we manage $4 billion of spend in Europe. We are seeing spend decline in Europe just because of overall volume, and in a couple of cases, one company shut down the European operations and then another went off and sold it. So it both takes us actually, the customers are taking us now into Latin America and China as a result of managing additional spend where they see long-term growth. That's where they are seeing their long-term growth objectives and we think that's from a long-term standpoint. So I think spend from existing customers is under pressure in Europe.

On the other side of that, as we build out our European sales team, we are better than last week and I think it's going to be (indiscernible) building out from a team perspective. What we are seeing from a new customer perspective is encouraging, and I think really the last 90 days to 120 days, companies have begun to realize that they need to make aggressive costs, these are companies or corporations in Europe, cost savings initiatives likely to help Zurich, and we are in a number of dialogs there with very large companies, really beginning to look at major, major cost initiatives just to drive bottom-line performance. And obviously, procurement outsourcing can be a key component of that. And so, I would say we are encouraged by what we're seeing from a new customer standpoint in Europe and expect to close one to two or maybe even three deals this year.

Jeff Van Rhee - Craig-Hallum

You had I think just touched in on Scott's question about the pipeline, but just in terms of the large deals, I mean obviously Zurich was a head-turner in terms of the size and scope and in terms of what is working through the pipe, characteristic wise, the megadeals, has the size and scope of the high end of that pipe changed materially in three, six months?

Walter W. Buckley

No, we are still working on a number of them, and again as I said, these are large, complex, competitive deals, hard to predict. I think the overall takeaway from our standpoint is that we weren't seeing these types of deals 18 to 24 months ago, and now we are, and I think that's an overall good sign for the health of the market. And when actually these deals close or make decisions, it's really impossible to predict, but I think overall, we are encouraged that we are actually seeing these deals and working them as we speak.

Jeff Van Rhee - Craig-Hallum

And then, Kirk, just in terms of the overall modelling side of things and mapping to cash flow, how do you think about, you have got this EPS guide range on a pro forma basis, how do you think about the cash flow, free cash or cash from ops mapping relative to pro forma net income over the year, how should we think about that?

R. Kirk Morgan

Yes, I think Q1 would be the low point on the cash flow as I discussed in the script, but we expect that to improve as the year goes on, and that would map, improvement-wise it would certainly map to what we expect to see from our Q1 adjusted net EPS of negative to clearly our annual guidance of $0.01 to $0.05. So as we map throughout the year, EPS will improve and cash flow will improve the same.

Jeff Van Rhee - Craig-Hallum

And maybe it's implicit in there but I just want to understand it, on an absolute dollars, in terms of the match when the year is done, if pro forma net income is take it $5 million or just (indiscernible) whatever, I'm just throwing a number out, but the cash from operations match to that $5 million, would you think were a real close match, would you think of sort of a 20% lag, is there any way to think about that?

Walter W. Buckley

Yes, it is tough to predict exactly, Jeff, just given – I don't know in the second half what the specific contracts will be in terms of billing, so it is difficult to know, but as we set out our expectations for the year, we would expect cash flow from operations to at least sort of track to with EPS or probably be a little better than that.

Operator

The next question comes from the line of David Cowen, Midwood Capital. Please proceed.

David Cowen - Midwood Capital

I may have missed it, I thought you had given growth for procurement of 17%, have you stated what the MSDS and GovDelivery growth rates were in the quarter?

Walter W. Buckley

So we said that all the SaaS businesses were up 31% on the aggregate.

David Cowen - Midwood Capital

And as far as profitability metrics at Procurian, what can you tell us about that, be it EBITDA, segment operating income, can you give us any profitability?

Walter W. Buckley

As I said, Procurian was profitable for the quarter. Their profitability was a little lower than last year's just simply because some of the investments that they are making as they go through Zurich and increasing the sales and marketing. So it was a little lower than last year.

Operator

The next question comes from (indiscernible) of Royal Capital. Please proceed.

Unidentified Analyst

In the past couple of years on the Procurian side, you closed I think five to seven sort of comprehensive procurement deals, and I was wondering if you should expect the same number, obviously it's lumpy quarter to quarter, but in aggregate, for the year, do you think it will be in that range and should that pick up in 2014, with the investments you're making into sales and marketing? And then also as a follow-up to that, the past average deals, these comprehensive procurement deals were ranging around the $3.5 million in revenue per year, I was wondering if the deals that you have in the pipeline right now are in line with that or perhaps there's a few that are even larger than that?

Walter W. Buckley

We really expect to at a minimum be at six to seven and hopefully with Europe kicking in be higher from a number of deals, it's obviously hard to predict and certainly lumpy. And there are a number of different ways to get to there. Our guidance could be one large deal. The average deal is in the $3 million to $4 million range and I would say the majority of the pipeline, the vast majority of the pipeline is in that sort of parameters. There are a number of deals that are bigger and several that are significantly bigger, but I think that's consistent with what we've seen over the last probably six to nine months, and I think overall sort of a good indication of the health of the market. No doubt we are seeing increased number of companies beginning to look at this area as a way to drive bottom line savings and so the activity at the front end of the funnel is certainly significantly up and I think it's a good indication of the health of the market.

Unidentified Analyst

Great, and then lastly on the smaller energy management deals, just curious if you could give us some sort of a sense for the size of these deals you mentioned, great deals smaller than the comprehensive deals, and what chances do you think are there that these smaller energy management deals actually eventually wound up being more comprehensive engagements?

Walter W. Buckley

First of all, the energy group really didn't exist 18 months ago, and I think that we are very pleased with what we have seen with this category spend. It is exceeding our expectations, it's exceeding our plan, both from standalone sales to also helping out in some of the larger comprehensive procurement opportunities. So overall, I think it has been a significant positive to the overall results of the company.

The average contract is in the $150,000 to $300,000 range, there are some bigger, there are some smaller, but I think that's a good measure for you from an annual perspective. And it is too early to say when and how these translate into larger contracts but it's certainly a very high priority for the company, something we are working on, where we've spend a lot of money and investments over the last 24 months building out our client relationship capabilities in North America and now in Europe and we think if he can either do that on the energy side, that we will broaden the spend that we have with our energy customers today and hopefully broaden those too out for procurement opportunities. So, I think overall it's a good story and one that we continue to grow.

Operator

Thank you. No further questions and I would like to turn the call over to Walter Buckley for closing remarks.

Walter W. Buckley

I would like to thank all of you for joining us this morning and we look forward to reporting Q2 results in late July. Thanks.

Operator

Thank you for joining today's conference. This concludes the presentation. You may now disconnect. Good day.

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