Contrarian Corpus
activist full deck proxy fight
2016-04-06 · 13 pages

Epiq Systems, Inc. EPIQ

Epiq's board has insulated management through chronic guidance misses, a failed Iris acquisition and governance entrenchment; electing Villere's alternate slate is the unique opportunity to unlock value.

N 4 Narrative
V 3 Visual
C 3 Craft
Original source ↗

Thesis

Epiq Systems has delivered persistent long-term share price underperformance — trailing the Russell 3000 by 58.9% and proxy peers by 62.6% over ten years — while management missed revenue guidance in 5 of 8 years and EBITDA and EPS guidance in 7 of 8 years. The recently acquired $134mm Iris Data Services is already running at only 83% of budgeted revenue, and unallocated corporate EBITDA and SG&A have ballooned even as EPS declined 10% from 2012 to 2015. Despite this, CEO compensation rose from $3.0m to $3.9m, ISS and Glass Lewis opposed pay plans in 2013 and 2014, and the Board rejected P2 Capital's $20 buyout proposal — with shares now ~28% below that bid. Marcato, owning 4.8%, argues shareholders must elect Villere & Co.'s alternate director slate at the 2016 annual meeting to restore accountability and maximize value.

SCQA

Situation

Epiq Systems is a legal and bankruptcy services technology provider whose 4.8%-owned stake Marcato holds, operating under a long-tenured management team and an incumbent board that has controlled strategy and compensation for years.

Complication

Management has missed EBITDA and EPS guidance in 7 of 8 years, the $134mm Iris acquisition is already 17% short of plan, SG&A has exploded, and the board has erected bylaw, poison-pill and standstill obstacles to shareholder action.

Resolution

Shareholders should elect Villere & Co.'s competing slate of highly-qualified directors at Epiq's 2016 annual meeting — now court-approved — to drive management accountability, reset capital allocation discipline and chart a new strategic course.

Reward

Closing the credibility discount and re-engaging strategic alternatives such as P2 Capital's rejected $20 proposal would recover the ~28% gap between the current ~$14 price and the prior bid, plus longer-term peer-catch-up upside.

The three reasons

  1. 1

    Epiq has underperformed Russell 3000 by 58.9% and peers by 62.6% over 10 years

  2. 2

    Management missed EBITDA and EPS guidance in 7 of 8 years while CEO pay rose to $3.9m

  3. 3

    Board rejected P2's $20 bid; stock now trades ~28% below that offer

Primary demands

  • Replace incumbent directors with Villere & Co.'s alternate slate at the 2016 annual meeting
  • Drive management accountability for repeated guidance misses and poor capital allocation
  • Run a credible strategic review; re-engage with P2 Capital's $20/share proposal rejected by the Board

KPIs cited

10-year TSR vs. Russell 3000
Epiq 34.6% vs. Russell 93.6% — underperformance of 58.9%
10-year TSR vs. proxy peers
Epiq 34.6% vs. peer average 97.3% — underperformance of 62.6%
Guidance miss frequency
Missed revenue in 5/8 years; EBITDA and EPS in 7/8 years (2008-2015)
Iris acquisition revenue vs. plan
$29m actual vs. ~$35m budget in 2015 = 83% of budget
Indexed EPS 2012-2015
EPS declined 10% while revenue grew 47% and EBITDA grew 17%
Unallocated corporate adj. EBITDA
Worsened from ($20m) in 2009 to ($41m) in 2015
Adjusted SG&A
Grew from $77m (2009) to $161m (2015) — index 208 vs. revenue index 243
CEO compensation
Rose from $3.0m (2012) to $3.3m (2013) to $3.9m (2014) despite deteriorating results
Say-on-pay support
Only 30% of votes in favor of executive compensation at 2014 annual meeting
Share price vs. P2 offer
Stock trades ~28% below P2 Capital's $20 buyout proposal

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (6)

Notes

Short 13-page proxy-fight deck. Marcato backs Villere & Co.'s alternate director slate following a Missouri court ruling permitting Villere's nominations. Quotes William Blair sell-side research and cites ISS/Glass Lewis opposition as third-party credibility props. No explicit target price; implied upside anchored on P2 Capital's rejected $20 bid. No named primary author — firm-authored.