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EPIQ Systems (NASDAQ:EPIQ)

Q2 2013 Earnings Call

July 30, 2013 4:30 pm ET

Executives

Lew P. Schroeber - Vice President of Investor Relations and Finance

Tom W. Olofson - Chairman and Chief Executive Officer

Christopher E. Olofson - President, Chief Operating Officer and Director

Elizabeth M. Braham - Chief Financial Officer, Principal Accounting Officer, Executive Vice President, Corporate Secretary and Treasurer

Analysts

Timothy McHugh - William Blair & Company L.L.C., Research Division

Peter J. Heckmann - Avondale Partners, LLC, Research Division

Vincent A. Colicchio - Noble Financial Group, Inc., Research Division

Operator

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Epiq Systems' Second Quarter 2013 Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded.

I would now like to introduce your host for today's presentation, Mr. Lew Schroeber. Sir, you may begin.

Lew P. 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 website at epiqsystems.com. The webcast replay of this earnings call will be available on our website until next quarter's call, and a phone replay will be available through August 6.

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 website or the SEC's website. 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 W. Olofson

Thank you, Lew, and good afternoon. Welcome to our Q2 earnings call. We're pleased to have you participate with us today. We'll follow the normal format for the call. I'll open the call with some comments on Q2. I'll make some general comments on some overall company considerations as well. I will then also talk about our view on the full year 2013. I'll then turn things over to Chris. He will go into more detail operationally with the various business units. We'll then have Betsy join us, and the 3 of us will take your questions during the Q&A session.

Let's begin with the eDiscovery business. As we said in the headline in the press release, we had a very, very strong quarter with eDiscovery. Our operating revenue in eDiscovery was $70.1 million. This represented a 64% increase versus prior year. On a sequential basis, this was up 28% versus Q1. We made a decision some months ago that we had a very attractive window of opportunity. We wanted to take advantage of that and seize some additional market share from various competitors, and we wanted to cement our position as the global leader in the eDiscovery business that we participate in.

We have, accordingly, done some additional investment spending. We're expanding our sales capability. We are likewise expanding our geographical reach, accelerating the opening of new locations. You've seen in previous press releases, we launched the Japanese business headquartered in Tokyo. We recently installed a new datacenter in Shanghai. We have moved into a new, expanded Hong Kong office to take advantage of additional business opportunities there. And likewise, we are also expanding our London office, as business increases. We will launch a Canadian business, headquartered in Toronto, around the first of the year.

Our growth has been led by Document Review and International. But I'm also pleased to say that in Q2, while on a more modest basis, our ESI business did show some nice growth. And all of the growth, of course, in the 64% increase is organic, so we've had an excellent quarter. We do think we have cemented our global leadership in the eDiscovery business and we look forward to some strong performance as we go through the balance of the year.

Let me go back to a couple of brief comments relative to overall corporate items. For the quarter, our overall revenue was up 17%. Operating revenue came in at $105 million. This is our second consecutive in excess of $100 million quarter. Our net income per share, which is our GAAP EPS, was $0.08. And as we explained in the press release, it was $0.14 last year, but that included a special $0.09 favorable item, which was a noncash acquisition-related fair value adjustment. So if you make that $0.09 adjustment and you do an apples-to-apples comparison, so to speak, the $0.08 earnings in Q2 of this year would compare with $0.05 1 year ago.

Our EBITDA was $23.4 million, up from $22.9 million. Our non-GAAP EPS came in at $0.24, which was $0.01 over consensus, which was $0.23. We used some cash in operations, that was primarily a timing item. Our receivables are temporarily up because of some very significant sales increases, and we did pay back a customer deposit, which helped us last year and would reduce cash from operations this year in the amount of about $14.3 million. But as usual, we always emphasize cash in the business, and we feel that our cash flow will be strong as we go through the balance of the year.

A couple of brief comments relative to Bankruptcy and Settlement, and Chris will talk about this in more detail. I'll reference Settlement on a year-to-date basis because we're all aware that there are some real quarterly fluctuations in this business. It's just the nature of the Class Action Settlement business. But on a YTD basis, operating revenue, $41.3 million versus $35.4 million last year. But we have an excellent trend in this business, and I really want to remind you that this business is growing very nicely. In 2011, we were at $37 million. 2012, we increased very significantly to $60 million. And in 2013, for the full year, we'll be somewhere in the $70 million to $75 million range, so another 20%-plus increase, and that's on top of the very significant growth in the prior year. We're getting larger matters. Our sales force has been very effective. The management team is doing a very nice job. The Class Action Settlement business is really doing very well.

The Bankruptcy business, again, I'll just take a quick look on a YTD basis for the first half. Revenue, $41.7 million, down from $45.7 million last year. Everything considered, that modest decrease actually, I think, represents a very solid performance for this business. We're all aware that we're in the low part of the bankruptcy cycle. We all recognize that interest rates continue at 0, which certainly impacts the Chapter 7 business. We also had a special fee program in place that expired at the end of last year. That allowed us in Chapter 7 to at least get some fee revenue, which slightly mitigated the low basis points because of essentially 0 interest rates. That program, we thought would be renewed. It was not. But that was just one additional challenge in the Bankruptcy business. Everything considered, with all of those factors, we really are doing quite well in Bankruptcy. We certainly continue to be the market leader in all of the areas in which we participate. And we do think that probably sometime in the 2014 time frame, for the reasons that we've previously discussed with you, that we'll begin to see Bankruptcy activity pick up.

Let's touch on a couple of corporate items briefly. Our next $0.09 quarterly cash dividend will be paid on September 9. The shareholder record date is August 1. In addition, as we say in the press release, we are expanding our senior credit facility. We're doing this because it will provide us with significantly more financial flexibility in the future, and we felt this was a good time to secure that financing. I should point out, because some of you may ask this question, we're not finalizing the financing right now because we have a major transaction ready for closing. That's not why we're doing this. It simply gives us significantly more flexibility for the future, and it makes perfect sense for us to put that financing in place.

Let me now take a brief look at the full year 2013. In terms of our objectives, which I previously communicated with you, I'm only going to change one objective. I'm going to increase the operating revenue. I'm going to leave the other objectives, EBITDA, non-GAAP EPS, exactly as they are. The previous range for operating revenue was $365 million to $380 million. I'm going to increase that based primarily, of course, on the very strong eDiscovery revenue. I'll increase that to a new range of $405 million to $425 million. So that will be the new revenue range. I will leave the other financial objectives as they are.

Now, the reason I'm only increasing revenue and leaving the others alone, and I've already touched on most of these items during the call, but let me just recap. We have a product mix change in eDiscovery, which is much heavier -- heavily weighted toward the Document Review business. Again, I want to point out that ESI was up in Q2, but the Document Review business has grown at a very accelerated clip. I also referenced the increased investment spending in eDiscovery to let me take full advantage of the gaining that market share, cementing that global leadership. That spending has been both domestic and international. And we think it's paying very handsome dividends.

Item number 3 would be the Settlement business. Significant growth, excellent performance. Once again, this is a lower-margin business. And number 4, I talked about the Bankruptcy business and the fact that you would expect that revenues would be slightly down, margins naturally will be down because we're in the low part of that cycle, as I explained earlier in the call. And so for those reasons, that's why I'm handling the objectives for the year 2013 as I am.

So I'll conclude my comments by saying we really look forward to concluding the year and, hopefully, at the $425 million operating revenue level, or close to it. And we're very, very excited about the growth in the eDiscovery business, domestically and internationally, and really seizing global leadership in what is now our largest business and our fastest-growing business.

With that said, let me turn things over to Chris for his comments.

Christopher E. Olofson

Good afternoon, everybody. We're very pleased to have exceeded the earnings consensus for Q2 and to share a particularly strong story for eDiscovery. eDiscovery for Q2 was our best quarter ever. After having had several eDiscovery quarters in the $50 million to $60 million revenue bracket, we have now leapfrogged over the $60 million to $70 million bracket and are having our first $70-plus million revenue quarter to report for eDiscovery, which we are very pleased to share. That compares, as an aside, with all of 2010 eDiscovery revenue, at just more than $81 million.

As Tom mentioned, it is a 64% increase for eDiscovery versus the year ago quarter, emphasizing that is all organic growth. There is no acquisition contribution in that year-on-year comparison, a very favorable 28% increase to the sequential quarter in Q1 and the fourth consecutive quarterly revenue increase for eDiscovery.

Inside that mixture, and since our last call, we have major new relationships that we have formed, including both law firm and corporate work, including both U.S. and international work. Tom mentioned that our ESI business in the United States grew both sequentially and for the year-over-year quarterly comparison and, in fact, had its best revenue quarter ever, and that would be ESI work, which is our processing and hosting revenue line.

In addition, Q2 included all-time revenue records for all of international and U.S. Document Review. So on a variety of fronts, we were very pleased with growth and revenue results in eDiscovery for Q2.

The financial composition of the quarter included a revenue mix that continues to weight more heavily towards document review work. We have seen that and it is now a trend in the business. We saw the continuing effects of long-established pricing trends in the financial composition. And as Tom mentioned, we have continued to invest in expanding the business, both domestically and internationally.

Of particular note, in Asia, we have recently expanded our Hong Kong office. We mentioned earlier this year that we would open our Tokyo office. We have now opened that office. It is working on its initial client engagement. We also mentioned that we would open and have now completed the opening of a Shanghai data center. So we see a long-term growth opportunity in Asia for eDiscovery. We are positioning ourselves for a very clear leadership in the region.

Also, on a year-to-date basis, we have seen strong industry analyst coverage for our eDiscovery franchise. Since we were last together in the previous quarter, a very strong showing in this year's Gartner report, with good ratings on our ability to execute. In fact, there was no one listed on the report who fared materially better than we did on the very important ability to execute and a good acknowledgment of the strength of our global client services department.

So we are continuing to build the top global eDiscovery franchise. We see continuing very attractive opportunity in a space that remains highly fragmented, where we continue to have strong headroom and opportunity. It's really founded on our combination of proprietary software and extensive capability with third-party tools, a very distinctive bench strength of our eDiscovery professional services staff and a continuing global nature of that business, with now a worldwide infrastructure in 5 operating centers across Phoenix, New York, London, Hong Kong, Tokyo and soon to be Canada, that Tom referenced in his comments.

Turning to the Settlement Administration business. Settlement, or our Class Action business, is having an excellent year. It is ahead of its annualized objectives because of the significant contribution in the first quarter of a major matter. You may recall, last year Q2 was the strongest quarter. This year, we see Q1 showing tremendous strength, with significant contribution from our work on the largest private antitrust matter and other major cases that we have in the portfolio. We are continuing to increase sales momentum in the Settlement Administration business. We are continuing to rise in prominence as market leader for that business. And as usual, for this business, it's best to look at this business on an annualized perspective, as it is quite normally subject to the most quarterly volatility, given the contributions of major matters from one quarter to the next.

On the Bankruptcy side of the house, Bankruptcy, with its 4 P&L lines, its 4 businesses inside of it, is performing as we have expected in the context of market conditions, and we think this will continue for the balance of the year. With the Bankruptcy marketplace at the low point of filing new cases coming into the marketplace, we are doing well with our market share. There are quieter conditions, and the Bankruptcy business will remain subject to the macroeconomic variables that surround it in its different components, ranging from Chapter 7 to Chapter 11, Chapter 13 and the AACER product line that we picked up in late 2010.

We do envision an uptick in Bankruptcy activity as leveraged debt in the marketplace matures, probably in 2014 or thereabout.

So overall, we're very pleased with the quarter. It is an excellent story for eDiscovery with growth on many fronts. We believe it's reflective of the success of the investments we have made in the eDiscovery business, and we have great strength going into the second half of the year. So with that said, I'd like to turn things back over to Tom.

Tom W. Olofson

All right, we'll now be happy to take your questions. Chris and Betsy and I, all 3 of us, are available. So if the operator would handle the Q&A session.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question or comment comes from the line of Tim McHugh from William Blair.

Timothy McHugh - William Blair & Company L.L.C., Research Division

Tom, can I say, I missed the annual revenue target when you're going through that. Can you -- the new one, I guess. Can you repeat that?

Tom W. Olofson

Sure. Tim, the operating revenue target for the full year is a range of $405 million to $425 million.

Timothy McHugh - William Blair & Company L.L.C., Research Division

Okay. And in the Document Review work you're winning, can you give us a little bit more color where you think or, I guess, what's the nature of those wins? And I guess what I'm asking, are these kind of long-term preferred partner relationships that you've recently added or you had added before and are just maturing? Or is this more transactional work you're just kind of winning on an ongoing basis the marketplace?

Christopher E. Olofson

Tim, it's Chris. So there has been a combination, but certainly a focus and a very key success factor in the quarter has been increasing the long-term nature of certain relationships we have for Document Review. One of the important advantages we offer in Document Review is the ability to pursue the integrated project, where we do the consulting and the ESI work and the document review work through an integrated relationship. And also, the worldwide footprint is increasingly attractive, not only for ESI customers, for Document Review customers, too, where we now have document review centers both in London and in Asia.

Timothy McHugh - William Blair & Company L.L.C., Research Division

Okay. I guess -- and as we look to the second half of the year, it seems like you expect revenue to stay at this level. But from a margin standpoint, I'm assuming you need a little better margin. So are you expecting the revenue to shift back towards ESI a little bit? Or is it the investment spending is going to slow down in the second half of the year?

Elizabeth M. Braham

Tim, I think as we look at the first half of the year versus the second half of the year, and the mix that we're experiencing and as we look at the new wins that we've just had, we don't see a huge shift in the overall mix. As Tom and Chris both pointed out, we saw growth in every aspect of our eDiscovery business, in ESI, in domestic Document Review, in the International business. And so, we are looking at the second half of the year mix, not being that much different than the first half of the year mix. So that being said, and that's why Tom gave the objectives the way he did, we don't see the margins moving materially the second half of the year versus where they were the first half of the year, because we think that with Bankruptcy, at its low cycle, and the service fee revenue in Chapter 7 being down in 2013, that we have shifted revenue from high-margin Bankruptcy business. And even though ESI is growing, it is not growing at the same rate as Document Review. So the practical impact of this is that our growth is coming primarily from our lower-margin businesses, such as Document Review and Settlement Administration, and lower growth from ESI, and a decline from Bankruptcy, and those are our 2 higher-margin businesses. We expect that trend to continue in the second half of the year, as it was in the first half.

Timothy McHugh - William Blair & Company L.L.C., Research Division

Okay, I guess just to follow up on that. I guess, directionally, I understand that, I guess. But if I -- roughly looking at my model to get to the -- even of the updated revenue guidance to get to the EPS range, I think you need better margins in the second half of the year. So I guess I don't understand the -- if I use the same margins from the first half of the year, I struggle to get to the EBITDA and kind of adjusted EPS numbers. Maybe I'm doing something wrong. But...

Elizabeth M. Braham

Yes. And again, as we look at this now, the -- we will have some impact of the investment spending starting to kick in relative to the Asian operations in the second half of the year. So in the first half of the year, you did see all investment spending, with no revenue contribution. In the second half of the year, we will still have while minimal revenue contribution, we will have some. So that will have some impact and some contribution in the second half that we don't have in the first.

Tom W. Olofson

Yes, the investment spending, Tim, we kicked up well above what we originally thought it would be. If you remember, I talked about the window of opportunity. We simply felt that we saw a chance to take some very attractive market share. We saw the opportunity to really accelerate growth significantly and, obviously, the 64% growth, I think, indicates that some of that was quite successful. And a lot of that spending was put in place in recent months. I think that we'll be probably a little bit more prudent on some of the spending in the second half. Some of the expenses and costs will be a little more favorable. And I think that probably gets to the -- part of your question.

Timothy McHugh - William Blair & Company L.L.C., Research Division

Okay. And then just one last one. There's an adjustment for the non-GAAP numbers for timing of expenses, I guess, to match up with the revenue. When does that reverse? Do we need to model that in for the second half of the year or...

Elizabeth M. Braham

Yes, it will all reverse in the second half of the year.

Operator

Our next question or comment comes from the line of Peter Heckmann from Avondale.

Peter J. Heckmann - Avondale Partners, LLC, Research Division

Could you talk a little bit about the cash flows? And I recognize you had some very high rate of growth within eDiscovery in the quarter. How do cash collections look so far in July? And when would you expect some more normalization of the operating cash flow trends?

Elizabeth M. Braham

Yes, happy to talk to that, Pete. So, as Tom pointed out, we had, first, a reversal of a significant customer deposit that came onto the balance sheet in the fourth quarter of 2012 and is reversed out in the first 6 months. And so, our net change in customer deposits is $13 million. The rest of that is really related to an increase in our trading accounts receivable. And you can bifurcate that into revenue growth and to an increase in our DSO. When we will look at our July collections, our July collections have been very strong, and we've had our largest collection month of the year, in July, so far. We had several large cases that have delayed from Q2 to Q3 in their collection profile, and those actually have had minimal collections in July and are scheduled for August collection. So we see the cash collections improving significantly relative to accounts receivable in Q3, and are projecting cash proceeds for Q3.

Peter J. Heckmann - Avondale Partners, LLC, Research Division

Great. And then as regards the expansion of the credit facility, can you talk about some of the goals of that? And perhaps, if one of the goals is to fix -- relatively fix a great portion of the debt for interest rates and, if so, what might we see the weighted average debt cost change?

Elizabeth M. Braham

Right. Happy to talk about the new credit facility that we're working on. We're in the process of working on it currently. It really is to provide us greater flexibility for the long-term expansion of the business. And as Tom pointed out, we do not have, currently, an acquisition that we have scheduled to close. So we do want to make that clear to everybody that while we're working on this, it isn't because we have something that's imminent acquisition wise. However, as we have pointed out, we are actively looking at acquisitions, and we want to make sure we have a capital structure that provides the company with the appropriate level of flexibility to allow us to execute. And so, that is the primary purpose of the restructuring of the debt at this time.

Tom W. Olofson

The other thing I'd add, Pete, is it's interesting, because we read about it in the paper every day. But there are a lot of interesting things in banking from a regulatory point of view, in terms of just the kinds of credit facilities available and structure and so on and so forth. There are more constraints that have been put on banks, that sort of thing. So we've always had very, very strong banking relations for many years, and we just decided that this was a really good opportunity to put something in place that would give us the appropriate flexibility, if you look out the next several years, certainly. And since we haven't concluded the negotiations yet, we'll wait until we do that, and we'll have that done in the near future, and then we can review the details of that entire program. But right now, we actually haven't completely finalized it, so I think it's appropriate to get that done before we talk about it in more detail. But we did want to share our goals with you and that we were in the process of working on that.

Elizabeth M. Braham

The only additional comment I would make towards this topic is that it is a very good bank market right now. And so, it behooves the company to restructure its credit facility at this time while the markets are good for banking.

Peter J. Heckmann - Avondale Partners, LLC, Research Division

That makes sense. And then last question is, is there a way that you can help us a little bit by talking about your bookings or backlog within eDiscovery? It's -- certainly from our side, it's great to see significant upside in revenue, but it somewhat speaks to the inherent unpredictability on our side of eDiscovery. So is there maybe another metric that you can share that could -- beyond annual guidance that could give us an idea of relatively how strong bookings were over the last 90 days?

Elizabeth M. Braham

I would comment on that in terms of, clearly, we will look at what were our closure rates over the last 3 months, as we look out to the future. And we've had good, strong closings that are consistent with the levels that we need to be able to achieve the objectives that we've been talking about and to keep us at the momentum level for the revenue levels that we achieved in Q2. I would also say that, clearly, where we have the most visibility is into our hosting revenue. And the longer-term nature of that provides a significant amount of that. We also, as Chris pointed out, have really firmed up and strengthened a lot of MSA corporate agreements, in particular, multinational corporations that require the Asian and European and U.S. infrastructure that we have put in place. And so, those types of large multinational financial corporations, in particular, have been really important to us in 2013 and as we look beyond. We augment those, obviously, with second request wins and project wins. And we are winning a larger and larger component of integrated deals, which is why a large component of our mix is moving towards Document Review, since a large portion of every transaction is actually with Document Review.

Tom W. Olofson

Yes. I think, Pete, as you look at the recent trends and bookings, the only other comment which I don't think will surprise you at all, I think we'll see similar trends in the second half of the year. Document Review continues very strong. International will be very strong, and obviously, we have opened up some new offices and expanded offices there and that will certainly pay additional dividends. We are focused very much on ESI. And as we've indicated, while ESI in Q2 was certainly up versus prior year, it's at a much more modest rate. And I think that all of those trends that we see in recent bookings will probably continue to go through the second half of the year.

Operator

Our next question or comment comes from the line of Vince Colicchio from Noble Financial.

Vincent A. Colicchio - Noble Financial Group, Inc., Research Division

Any competitive response on the pricing side or in any other matter to that?

Tom W. Olofson

Vince, could you repeat that question? I think we missed the first couple of words.

Vincent A. Colicchio - Noble Financial Group, Inc., Research Division

Yes. It looks like you're obviously getting a lot of share in Document Review. And I'm wondering if there's been any competitive response to that on the pricing side or any...

Elizabeth M. Braham

We haven't seen any specific response in pricing to Document Review. Obviously, the overall eDiscovery marketplace is price competitive, but we haven't seen any anything specific to Document Review outside of what our expectations around pricing were for 2013.

Vincent A. Colicchio - Noble Financial Group, Inc., Research Division

And is it safe to say you're not assuming any other -- any changes ahead in the second half?

Elizabeth M. Braham

We're not anticipating any great movements in pricing in the second half of 2013. We expect it to continue to be a highly competitive -- from a price perspective, but no more so than the first half of the year.

Vincent A. Colicchio - Noble Financial Group, Inc., Research Division

Okay. And how has Tokyo performed versus your expectations? And also, when do you expect the Shanghai office to provide some meaningful contribution?

Christopher E. Olofson

So Tokyo just opened, it's just working on its initial customer projects, so it would really be premature to draw a conclusion about its performance. But we have opened it on schedule. We see an extremely attractive market opportunity in Japan. We have confidence in the executive and the team that we have recruited to run that office, and we think it's going to grow in its importance to the total franchise. Shanghai will actually not be a full-service office at the beginning. It will be a data center that will be managed primarily by staff in Hong Kong. The key advantage to our opening the data center in Shanghai is it enables us to provide in-country service to Chinese clients who don't want to worry about the potential of having exported state secrets or having a related data jurisdiction issue in the future. So we think it's a very nice competitive positioning for us in the Chinese market, and we think that the wisest way for us to support that business for now is with staff from Hong Kong.

Operator

I'm showing no additional questions in the queue at this time. I would like to turn the conference over back to Mr. Chris Olofson for closing remarks.

Christopher E. Olofson

Thank you, everyone, for joining us. You have a nice afternoon.

Operator

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.

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