10-Q

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2001

Commission File Number 0-22081

EPIQ SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Missouri
(State or other jurisdiction of incorporation or organization) 48-1056429
(IRS Employer Identification Number)

501 Kansas Avenue, Kansas City, Kansas 66105-1300
(Address of principal executive office)

913-621-9500
(Registrant's telephone number)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days  Yes /x/  No / /

    The number of shares outstanding of registrant's common stock at March 31, 2001:

Class	Outstanding
Common Stock, $.01 par value	8,454,979

EPIQ SYSTEMS, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2001

CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Statements of Income—Three months ended March 31, 2001 and 2000 (Unaudited)	3
	Balance Sheets—March 31, 2001 (Unaudited) and December 31, 2000	4
	Statements of Cash Flows—Three months ended March 31, 2001 and 2000 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
PART II—OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	15
Signatures		16

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PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements.

EPIQ SYSTEMS, INC.
STATEMENTS OF INCOME
(Unaudited)

		Three Months Ended March 31,
		2001			2000
OPERATING REVENUES		$	7,133,635		$	4,987,977
COST OF SALES:
	Cost of products and services		1,588,328			1,244,255
	Depreciation and amortization		827,662			672,324
			2,415,990			1,916,579
GROSS PROFIT			4,717,645			3,071,398
OPERATING EXPENSES:
	General and administrative		2,673,641			1,777,920
	Depreciation		91,085			50,942
	Amortization-goodwill/intangibles		339,581			209,369
	Acquisition related					357,656
	Purchased in-process research and development					363,738
			3,104,307			2,759,625
INCOME FROM OPERATIONS			1,613,338			311,773
INTEREST INCOME (EXPENSE):
	Interest income		154,739			66,665
	Interest expense		(31,450	)		(31,067	)
			123,289			35,598
INCOME BEFORE INCOME TAXES			1,736,627			347,371
PROVISION FOR INCOME TAXES			701,000			140,392
NET INCOME		$	1,035,627		$	206,979
NET INCOME PER SHARE INFORMATION:
	Basic	$	0.12		$	0.03
	Diluted	$	0.12		$	0.03
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
	Basic		8,438,974			6,964,220
	Diluted		8,774,480			7,227,815

See Notes to Financial Statements.

3

EPIQ SYSTEMS, INC.
BALANCE SHEETS

			March 31, 2001			December 31, 2000
			(Unaudited)
ASSETS:
CURRENT ASSETS:
	Cash and cash equivalents		$	10,622,246		$	15,127,916
	Short-term investments						1,250,000
	Accounts receivable, trade, less allowance for doubtful accounts of $30,560			6,241,272			3,579,874
	Prepaid expenses and other			270,074			222,206
	Deferred income taxes			275,000			279,000
		Total Current Assets		17,408,592			20,458,996
PROPERTY AND EQUIPMENT:
	Furniture and fixtures			978,867			952,525
	Computer equipment			10,248,419			9,949,232
	Office equipment			398,183			398,183
	Leasehold improvements			1,081,655			1,073,598
	Transportation equipment			14,969			14,969
				12,722,093			12,388,507
	Less accumulated depreciation and amortization			(5,810,418	)		(5,443,901	)
		Total Property and Equipment, net		6,911,675			6,944,606
SOFTWARE DEVELOPMENT COSTS, Net				3,146,679			2,811,244
OTHER ASSETS:
	Goodwill, net of accumulated amortization of $1,341,415 and $1,067,280, respectively			12,099,969			12,374,104
	Other intangibles, net of accumulated amortization of $306,026 and $240,580, respectively			2,243,974			2,309,420
	Other			51,222			40,172
		Total Other Assets, net		14,395,165			14,723,696
			$	41,862,111		$	44,938,542

See Notes to Financial Statements.

4

EPIQ SYSTEMS, INC.
BALANCE SHEETS

			March 31, 2001		December 31, 2000
			(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
	Short-term borrowings				$	3,575,250
	Accounts payable		$	1,066,509		1,753,318
	Accrued expenses			605,955		499,208
	Income taxes payable			265,000		164,000
	Deferred revenue			826,883		1,070,910
	Current portion of deferred acquisition price			243,460		226,159
	Current maturities of long-term obligations			141,770		137,837
		Total Current Liabilities		3,149,577		7,426,682
DEFERRED REVENUE				159,790		138,717
LONG-TERM OBLIGATIONS (less current portion)				258,327		295,278
DEFERRED ACQUISITION PRICE (less current portion)				628,555		628,555
DEFERRED INCOME TAXES				427,000		526,000
		Total Liabilities		4,623,249		9,015,232
STOCKHOLDERS' EQUITY:
	Preferred stock—$1 par value; 2,000,000 shares authorized; none issued and outstanding
	Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding—8,454,979 and 8,374,452 shares at March 31, 2001 and December 31, 2000, respectively			84,550		83,745
	Additional paid-in capital			30,808,010		30,528,448
	Retained earnings			6,346,302		5,311,117
		Total Stockholders' Equity		37,238,862		35,923,310
			$	41,862,111	$	44,938,542

See Notes to Financial Statements.

5

EPIQ SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

					Three Months Ended March 31,
					2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	1,035,627		$	206,979
	Adjustments to reconcile net income to net cash from operating activities:
			Deferred income taxes			(95,000	)		(286,200	)
			Depreciation and amortization			735,121			553,054
			Amortization of software development costs			183,626			170,212
			Amortization of goodwill and other intangible assets			339,581			209,368
			In-process research and development acquired						363,738
			Loss (gain) on disposal or sale of equipment			43,407			(4,940	)
			Accretion of discount on purchase agreement obligation			17,301			3,128
		Changes in operating assets and liabilities, net of effects from business acquisition:
			Accounts receivable			(2,661,398	)		(1,126,852	)
			Prepaid expenses and other assets			(58,918	)		30,386
			Accounts payable and accrued expenses			(580,062	)		370,290
			Deferred revenue			(222,954	)		(830,794	)
			Income taxes payable			101,000			358,971
				Net cash from operating activities		(1,162,669	)		17,340
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment					(750,156	)		(918,490	)
	Proceeds from sale of property and equipment					4,559			17,678
	Software development costs					(519,061	)		(198,478	)
	Cash paid for acquisition of business, net of cash acquired								(5,334,473	)
	Net sales of short-term investments					1,250,000			3,850,000
				Net cash from investing activities		(14,658	)		(2,583,763	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net (repayments of) proceeds from borrowings on lines of credit					(3,575,250	)		3,500,000
	Principal payments under capital lease obligations					(33,018	)		(12,694	)
	Proceeds from exercise of stock options and warrants					280,367			14,100
	Cash dividends paid in lieu of fractional shares					(442	)
				Net cash from financing activities		(3,328,343	)		3,501,406
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(4,505,670	)		934,983
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						15,127,916			1,642,848
CASH AND CASH EQUIVALENTS, END OF PERIOD					$	10,622,246		$	2,577,831

See Notes to Financial Statements.

6

EPIQ SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

    EPIQ Systems, Inc. (the "Company") develops, markets and licenses proprietary software solutions for workflow management, electronic banking and communications infrastructure that serve the bankruptcy management and financial services markets. The Company serves a national client base with specialty products developed in current technologies that streamline the internal business operations of its customers. The products are accompanied by a high level of coordinated support including network integration, post-installation support and value added services.

Common Stock Split

    On January 24, 2001, the Company announced that its Board of Directors had approved a 3 for 2 stock split effected as a 50% stock dividend, payable February 23, 2001, to holders of record as of February 8, 2001. The Company paid cash to shareholders in lieu of fractional shares. All per share and shares outstanding data in the statements of income and notes to the financial statements have been retroactively restated to reflect the stock split.

Comprehensive Income

    The Company has no components of other comprehensive income, therefore comprehensive income equals net income.

Recent Accounting Pronouncements

    In June 2000, the Financial Accounting Standards Board ("FASB") issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities-an Amendment of FASB Statement No. 133. In June 1999, the FASB also issued SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133. SFAS No. 137 deferred the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, until January 1, 2001. SFAS No. 133, as amended by SFAS No. 138, requires, among other things, that all derivatives be recognized in the balance sheets as either assets or liabilities and measured at fair value. The corresponding derivative gains and losses should be reported based upon the hedge relationship. If such a relationship exists, changes in the fair value of derivatives that are not designated as hedges or that do not meet the hedge accounting criteria in SFAS No. 133 are required to be reported in income. As the Company does not hold any derivatives or embedded derivatives, as defined by the statements, the adoption of the statement on January 1, 2001, did not result in a transition adjustment.

Reclassification

    Certain reclassifications have been made to the prior periods' financial statements to conform with the current period's financial statement presentation.

NOTE 2:  INTERIM FINANCIAL STATEMENTS

    The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q of the SEC and in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial statements, and do not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements should be read in conjunction with the Company's audited financial statements and accompanying notes which are included in its Form 10-K for the year ended December 31, 2000.

    In the opinion of management of the Company, the accompanying financial statements reflect all adjustments necessary (consisting solely of normal recurring adjustments) to present fairly the financial position of the Company as of March 31, 2001 and the results of its operations and its cash flows for the three months then ended.

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    The results of operations for the period ended March 31, 2001 are not necessarily indicative of the results to be expected for the entire year.

NOTE 3:  NET INCOME PER SHARE

    Basic earnings per share is computed based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average common shares and all potentially dilutive common share equivalents outstanding during the period. The computation of earnings per share for the three months ended March 31, 2001 and 2000 is as follows:

		Three Months Ended March 31,
		2001		2000
Net Income		$	1,035,627	$	206,979
Weighted average common shares outstanding			8,438,974		6,964,220
Weighted average common share equivalents (stock options and warrants)			335,506		263,595
Weighted average diluted common shares outstanding			8,774,480		7,227,815
Net Income per share:
	Basic	$	0.12	$	0.03
	Diluted	$	0.12	$	0.03

    For the three months ended March 31, 2001 the Company had no options outstanding which were anti-dilutive and for the three months ended March 31, 2000 the Company had 90,700 options outstanding which were anti-dilutive and, therefore, not considered in the diluted earnings per share calculation above.

NOTE 4:  ADDITIONAL CASH FLOWS INFORMATION

Additional Cash Information

	Three Months Ended March 31,
	2001		2000
Interest paid	$	31,450	$	31,067
Income taxes paid		695,000		67,621

Noncash Investing and Financing Activities

    The Company acquired substantially all business assets of PHiTECH in March 2000 (see Note 5). In conjunction with the acquisition, cash flow information is as follows:

Fair value of assets acquired	$	7,109,435
Deferred obligation incurred in purchase transaction		(797,229	)
Liabilities assumed		(973,765	)
Cash paid for acquisition		5,338,441
Cash acquired		3,968
Cash paid for acquisition, net of cash acquired	$	5,334,473

NOTE 5:  BUSINESS ACQUISITIONS

    On March 17, 2000, the Company acquired substantially all of the business assets of PHiTECH, a California corporation that provided software-based solutions that enable corporate customers to route, secure and format business-critical data over the Internet and private networks using a wide variety of web-based and legacy communications protocols. The Company plans to further develop the next-generation software product. The acquisition has been accounted for using the purchase method of accounting with the operating results of PHiTECH included in the Company's statements of income since the date of acquisition.

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    The total value of the transaction was $7,109,435, of which $5,338,441 was paid in cash (partially financed with short-term borrowings under a line of credit), $797,229 was deferred in the form of a non-interest bearing note with a face value of $1,000,000 discounted using an implied rate of 9% per year and $973,765 represented assumed liabilities. The note is payable in four annual installments of $250,000, beginning thirteen months after the date of acquisition and is presented as deferred acquisition price on the balance sheet. The purchase price was allocated to net tangible assets of $322,719, software of $361,694, a non-compete agreement of $50,000, and $363,738 was allocated to acquired in-process research and development ("IPRD") and treated as a charge to earnings reducing after tax income for the first quarter 2000 by $216,788 or $.03 per share on a diluted basis. The acquired IPRD related to PHiTECH's new, next-generation Java™-based product, which EPIQ is in the process of completing in the second quarter of 2001, and was approximately 80% complete at the time of the acquisition. The remainder of the purchase price, $6,011,284, was allocated as follows: $650,000 to trade names, $700,000 to customer contracts and $4,661,284 to goodwill, which are being amortized on a straight-line basis over 10 years.

    Unaudited pro forma operations assuming the purchase was made at the beginning of the period presented are shown below:

		Three Months Ended March 31, 2000
Operating Revenues		$	5,281,668
Net Income			38,030
Net Income Per Share:
	Basic	$	0.01
	Diluted	$	0.01

    The Pro Forma information is not necessarily indicative of what would have occurred had the acquisition been completed on that date, nor is it necessarily indicative of future operations.

    Pro forma data reflects the difference in amortization expense between the Company and the acquired company as well as a reduction in interest income based on the utilization of interest-bearing investments to purchase the acquiree and interest expense related to borrowings to finance the acquisition.

NOTE 6:  SEGMENT REPORTING

    The Company has three operating segments in which it allocates resources and assesses performance: Chapter 7 and related bankruptcy services, Chapter 13 services, and financial services. For Chapter 7 and related bankruptcy services and Chapter 13 services, the Company serves a national client base of bankruptcy trustees and related entities by developing specialty software products and providing coordinated support (network integration, post-installation support and other value-added services), which facilitate the administrative aspects of bankruptcy management for court-appointed trustees. The individual bankruptcy segments have similar operating and economic characteristics and have been presented as one aggregated reportable segment. With the acquisition of PHiTECH, the Company also develops specialty software products and provides support for the financial services industry, which has been reported as the second reportable segment.

9

    Information concerning operations in these reportable segments of business is as follows:

				2001		2000
Operating revenues:
	Bankruptcy and related services			$	6,652,005	$	4,939,775
	Financial services				481,630		48,202
Total operating revenues					7,133,635		4,987,977
Cost of sales:
	Cost of products and services:
			Bankruptcy and related services		1,312,802		1,233,425
			Financial services		275,526		10,830
	Depreciation and amortization:
		Bankruptcy and related services			773,713		666,134
		Financial services			53,949		6,190
Total cost of sales					2,415,990		1,916,579
Gross profit:
	Bankruptcy and related services				4,565,490		3,040,216
	Financial services				152,155		31,182
Total gross profit				$	4,717,645	$	3,071,398

    The Company has not disclosed assets or net income by segment, as the information is not reviewed by the chief operating decision maker, is not produced internally and its preparation is impracticable.

NOTE 7:  LINES OF CREDIT

    The Company has lines of credit for equipment financing and for working capital allowing for borrowings up to $2,500,000 and $3,500,000, respectively.

    On January 2, 2001, all of the outstanding borrowings, plus accrued interest, under both lines was repaid. There were no borrowings outstanding under these lines of credit at March 31, 2001.

NOTE 8:  SUBSEQUENT EVENT

    In April 2001, the Company entered into a commitment to purchase its corporate headquarters building from a partnership, in which an officer/director is a 50% partner, for a cash purchase price of $1,750,000.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

    The Company's Board of Directors approved a 3 for 2 stock split effected as a 50% stock dividend, payable February 23, 2001, to holders of record as of February 8, 2001. The Company paid cash to shareholders in lieu of fractional shares. All per share amounts in the following discussion have been restated to reflect the stock dividend.

Results of Operations for the Three-Month Periods Ended March 31, 2001 and 2000

    Operating revenues increased 43.0% or $2,145,658 to $7,133,635 in the three-month period ended March 31, 2001 compared to $4,987,977 in the three-month period ended March 31, 2000. The growth in operating revenues was attributable to revenues generated by Chapter 7 bankruptcy and related services and from new revenues generated from financial services (the March 17, 2000 acquisition of PHiTECH). The bankruptcy and related services revenue increased 34.7% or $1,712,230 to $6,652,005 in the three-month period ended March 31, 2001 compared to $4,939,775 in the three-month period ended March 31, 2000. The Company has a national marketing arrangement with Bank of America. In the Chapter 7 segment of its bankruptcy business, the Company receives fees, which include a fee based on the total dollar amount of Chapter 7 and 11 deposits at Bank of America relating to our trustee customers, fees for each new customer conversion and fees for customer software upgrades. The Company also receives fees from the bank for projects involving technology services, marketing and strategic consulting, electronic banking services and software licensing agreements and enhancements. These projects and the related fees generated will vary from quarter to quarter. The increase in bankruptcy and related services revenue was primarily a result of completing an expanded upgrade program in the three-month period ended March 31, 2001, which included higher fees and more trustees receiving the upgrade. In comparison, for the three-month period ended March 31, 2000, the upgrade process began in the three-month period and was completed over the first half of the year 2000. Also contributing to the increase were fees for marketing and strategic consulting and software enhancements; this increase was slightly offset by a reduction in technology integration fees. The revenues received for project fees accounted for 16.2% of the bankruptcy and related services revenues for the three-month period ended March 31, 2001 compared to 13.6% of the bankruptcy and related services revenues for the three-month period ended March 31, 2000. The financial services revenue related to the DataXpress product contributed $433,428 to the total revenue increase for the three-month period ended March 31, 2001. This increase was a result of the acquisition of PHiTECH in March 2000.

    Total cost of sales increased 26.1% or $499,411 to $2,415,990 in the three-month period ended March 31, 2001 compared to $1,916,579 in the three-month period ended March 31, 2000. Total cost of sales as a percentage of operating revenues decreased to 33.9% in the three-month period ended March 31, 2001 compared to 38.4% in the three-month period ended March 31, 2000. Cost of products and services for bankruptcy and related services increased 6.4% or $79,377 to $1,312,802 in the three-month period ended March 31, 2001 compared to $1,233,425 in the three-month period ended March 31, 2000. The financial services segment contributed $264,696 to the increase in the total cost of products and services for the three-month period ended March 31, 2001. Bankruptcy and related services cost of products and services, as a percentage of bankruptcy and related services revenues was 19.7% in the three-month period ended March 31, 2001 compared to 25.0% in the three-month period ended March 31, 2000. The decrease as a percentage of revenue was largely attributable to the increase in operating revenues from upgrade revenue, enhancement revenue and marketing and strategic consulting fees in the three-month period ended March 31, 2001 as compared to the three-month period ended March 31, 2000, as described above. Such fees have a positive impact on the gross margin. Depreciation and amortization increased 23.1% or $155,338 to $827,662 in the three-month period ended March 31, 2001 compared to $672,324 in the three-month period ended March 31, 2000, primarily due to the purchase of computer equipment as new trustees were added for the Company's Chapter 7 product and equipment acquired with the March 2000 PHiTECH acquisition.

    Operating expenses increased 12.5% or $344,682 to $3,104,307 for the three-month period ended March 31, 2001 compared to $2,759,625 for the three-month period ended March 31, 2000. Operating expenses, as a percentage of operating revenues, were 43.5% for the three-month period ended March 31, 2001 compared to 55.3% in the three-month period ended March 31, 2000. The increase in operating expenses for the three-month period ended March 31, 2001 was due to a $895,721 increase in general and administrative expenses over the comparable period in 2000. This increase in general and administrative expenses was partially offset by the absence of any acquisition related expenses or purchased in-process

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research and development in the three-month period ended March 31, 2001. Included in operating expenses in 2000 were acquisition related expenses of $357,656 and a charge for acquired in-process research and development of $363,738, which together represented 26.1% of the operating expenses for the three-month period ended March 31, 2000. The increase in general and administrative expenses for the three-month period ended March 31, 2001 was due to increases in compensation expense, related to both additional personnel and salary and benefit increases, and legal and accounting costs for additional SEC filings. The additional personnel expenses related primarily to new employees from the acquisition of the financial services business, which occurred on March 17, 2000 and additional sales, marketing and support personnel hired since the acquisition to support that business. Operating expenses also increased in the three-month period ended March 31, 2001, compared to the same period in 2000 due to an increase in amortization of goodwill and intangibles. The financial services business acquisition occurred on March 17, 2000, thus the three-month period ended March 31, 2000 had only two weeks of goodwill and other intangibles amortization for that acquisition, while the three-month period ended March 31, 2001 had a full three months of such amortization.

    The acquired in-process research and development related to PHiTECH's new, next-generation Java™-based product, which was approximately 80% complete at the time of the acquisition. At the acquisition date, the technological feasibility of the acquired technology had not been established and the technology had no alternative uses. The Company expended additional costs of approximately $64,000 during calendar year 2000 in order to achieve technological feasibility which was established in July 2000. Since technological feasibility was established, the Company has capitalized approximately $633,000 in expenditures as software development costs. As of March 31, 2001, the Company expects to incur approximately $120,000 in additional costs until the program is ready for general release in the second quarter of 2001. The Company does plan to continue to enhance the software. Management expects the Company to access additional markets with this new technology.

    The value assigned to the acquired in-process research and development was estimated using the cost approach. This approach includes estimating a replacement cost based on the cost expended to recreate the utility of the technology. Estimates were made of the amount of time and effort that would be spent redesigning and reprogramming multiplied by a standardized measure of software development activity, based on an estimate of the Company's current costs of development.

    The Company had net interest income of $123,289 for the three-month period ended March 31, 2001 compared to net interest income of $35,598 for the three- month period ended March 31, 2000. The increase in interest income is a result of the Company's investment of the net proceeds received from the private placement of 1,350,000 shares of its common stock on December 29, 2000.

    Net income as a percentage of operating revenues increased to 14.5% in the three-month period ended March 31, 2001 from 4.1% in the three-month period ended March 31, 2000. The increase in net income as a percentage of operating revenues was largely due to the acquisition related charges and the acquired in-process research and development in the three-month period ended March 31, 2000.

Liquidity and Capital Resources

    The Company's cash and cash equivalents and short-term investments decreased to $10,622,246 as of March 31, 2001 compared to $16,377,916 as of December 31, 2000. The decrease in cash and cash equivalents and short-term investments was primarily attributable to paying off the lines of credit, purchasing equipment, developing software, use of cash for operations and the increase in accounts receivable.

    The Company used cash in operations of $1,162,669 for the three-month period ended March 31, 2001 and provided cash of $17,340 for the three-month period ended March 31, 2000. The cash used in the three-month period ended March 31, 2001 consisted primarily of cash generated from net income plus depreciation and amortization which were more than offset by the increase in accounts receivables and the decrease in accounts payable and deferred revenue. The cash provided by operations for the three-month period ended March 31, 2000 consisted primarily of cash generated from net income plus depreciation and amortization and purchased in-process research and development, which were offset in part by the increase in accounts receivable and decrease in deferred revenue.

    The Company purchased property and equipment totaling $750,156, and $918,490 for the three-month periods ended March 31, 2001 and 2000, respectively, which related principally to the installation of

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computer equipment for the Company's Chapter 7 product. The Company incurred expenditures for software costs totaling $519,061 and $198,478 for the three-month periods ended March 31, 2001 and 2000, respectively.

    On March 17, 2000, the Company completed the acquisition of PHiTECH of San Francisco, California, a provider of software and servicing for communications infrastructure and enterprise open file delivery. The Company paid the cash portion of the purchase price from available cash and $3,500,000 of borrowings under the Company's previously unused line of credit. The maximum borrowing under the line of credit is $3,500,000, all of which was outstanding at December 31, 2000. The total principal outstanding on December 31, 2000 and accrued interest was paid to the bank on January 2, 2001, and no amounts were outstanding on this line of credit at March 31, 2001. If not renewed, the line of credit will expire on June 20, 2001.

    The Company also maintains a $2,500,000 line of credit to finance certain computer equipment purchases, which also expires on June 20, 2001. At December 31, 2000, there was $75,250 borrowed against this line of credit agreement. The principal and accrued interest on this line was paid to the bank January 2, 2001, and no amounts were outstanding on this line of credit at March 31, 2001. If not renewed, this line of credit will expire on June 20, 2001.

    In April 2001, the Company entered into a commitment to purchase its corporate headquarters building from a partnership, in which an officer/director is a 50% partner, for a cash purchase price of $1,750,000. The Company expects to complete this building purchase in May 2001, and to fund the purchase price from its current cash resources.

    The Company believes that the cash generated from operations plus amounts available under the Company's lines of credit will be sufficient to finance the Company's currently anticipated working capital and property and equipment expenditures for the foreseeable future.

Forward-Looking Statements

    In this report, the Company makes statements that plan for or anticipate the future. These forward-looking statements include statements about the Company's future business plans and strategies, and other statements that are not historical in nature. These forward-looking statements are based on the Company's current expectations.

    Forward-looking statements may be identified by words or phrases such as "believe," "expect," "anticipate," "should," "planned," "may," "estimated" and "potential." Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, provide a "safe harbor" for forward-looking statements. In order to comply with the terms of the safe harbor, and because forward-looking statements involve future risks and uncertainties, listed below are a variety of factors that could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. These factors include, but are not limited to, (1) any material changes in the total number of Chapter 7 Trustees or Chapter 7 deposits served by the Company, (2) any material changes in the number of Chapter 13 Trustees or material changes in the number of cases processed by Chapter 13 Trustees of the Company, (3) changes in the number of bankruptcy filings each year, (4) changes in bankruptcy legislation, (5) the Company's reliance on its marketing arrangement for Chapter 7 revenue, (6) the Company's ability to achieve or maintain technological advantages, (7) uncertainties related to the recently-acquired financial services business and the future operations and planned expansion of that business segment by the Company, and (8) other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" discussed in its Annual Report on Form 10-K for the year ended December 31, 2000. In addition, there may be other factors not included in the Company's Securities and Exchange Commission filings that may cause actual results to differ materially from any forward-looking statements. The Company undertakes no obligations to update any forward-looking statements contained herein to reflect future events or developments.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Market risk refers to the risk that a change in the level of one or more market prices, interest rates, indices, volatilities, correlations or other market factors such as liquidity, will result in losses for a certain financial instrument or group of financial instruments. The Company is currently exposed to credit risk on credit extended to customers and interest risk on capital lease obligations and short-term investments. The Company actively monitors these risks through a variety of controlled procedures involving senior management. The Company does not currently use any derivative financial instruments. Based on the controls in place, credit worthiness of the customer base and the relative size of these financial instruments, the Company believes the risk associated with these instruments will not have a material adverse affect on our business, financial position, results of operations and cash flows.

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EPIQ SYSTEMS, INC.
MARCH 31, 2001
FORM 10-Q

PART II—OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K.

(a)

Exhibits.

    3.1  Amended and Restated Bylaws.

(b)

Reports on Form 8-K.

    The registrant filed the following reports on Form 8-K during the quarter ended March 31, 2001:

Date	Description
January 11, 2001	Form 8-K announcing the completion on December 29, 2000, of the institutional private placement of 900,000 shares of the Company's common stock.
January 26, 2001	Form 8-K announcing the Board had approved a 3 for 2 stock split effected in the form of a 50% stock dividend, payable February 23, 2001 to holders of record as of February 8, 2001.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EPIQ Systems, Inc.
Date: May 11, 2001	/s/ TOM W. OLOFSON Tom W. Olofson Chairman of the Board Chief Executive Officer Director (Principal Executive Officer)
Date: May 11, 2001	/s/ JANICE E. KATTERHENRY Janice E. Katterhenry Vice President, Chief Financial Officer and Corporate Secretary (Principal Financial Officer)
Date: May 11, 2001	/s/ MICHAEL A. RIDER Michael A. Rider Controller (Principal Accounting Officer)

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QuickLinks

CONTENTS
PART I—FINANCIAL INFORMATION
STATEMENTS OF INCOME (Unaudited)
BALANCE SHEETS
STATEMENTS OF CASH FLOWS (Unaudited)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
PART II—OTHER INFORMATION
SIGNATURES

EX-3.1

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Exhibit 3.1

BYLAWS
OF
EPIQ SYSTEMS, INC.
A Missouri Corporation

As Amended and Restated on January 2, 2001

ARTICLE I

OFFICES

    The principal office of EPIQ Systems, Inc., a Missouri corporation, (the "Corporation"), shall be located in the City of Kansas City, State of Kansas. The Corporation may also have offices at such other places, either within or without the State of Missouri, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The Registered Office of the Corporation, required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri, shall be as designated in the Articles of Incorporation, and the location of the Registered Office may be changed from time to time by action of the Board of Directors to any other place in Missouri.

ARTICLE II

SHAREHOLDERS

    Section 1.  Annual Meeting.  An annual meeting of shareholders shall be held during the month of June in each year on the day and at the hour to be designated by the Board of Directors or the Chairman of the Board or the President, at the principal offices of the corporation, or at such other place, either within or without the State of Missouri, as may be designated in the notice of such meeting, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting, the board of directors shall cause the election to be held as soon thereafter as may be convenient..

    Section 2.  Special Meetings.  Special meetings of the shareholders may be held at any time for the consideration of such matters as shall be specified in the Corporation's notice of such meetings. Such special meetings shall be held at the time and place, either within or without the State of Missouri, specified in the notice of such meeting, and shall consider only such business as shall be specified in the notice of such meetings. Except as otherwise required by law and subject to the rights, if any, of the holders of any class or series of stock having a preference over the Common Stock as to dividends or liquidation, special meetings of the shareholders may be called only by the Chairman of the Board, the President or the Board of Directors.

    Section 3.  Nomination of Directors and Presentation of Business at Shareholder Meetings.

    (a) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder who was a shareholder of record at the time of the giving of notice provided for in this Section 3, who is entitled to vote thereon at the meeting and who complied with the notice procedures set forth in this Section 3.

    (b) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this Section 3, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that notices for nominations may be delivered to the Secretary not less than thirty (30) days prior to such anniversary; and provided, further, that in the event that the date of the annual meeting is advanced by more

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than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the shareholder to be timely must be so delivered not later than the close of business on the later of (i) the 60th day (in the case of nominations, the 30th day) prior to such annual meeting, or (ii) the 10th day following the date on which public announcement of the date of such meeting is first made. Such shareholder's notice shall set forth as to each person whom the shareholder proposes to nominate for election or reelection as a director: (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote in the election of directors at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name and address of such shareholder, as it appears on the Corporation's books, and of the beneficial owner (as such term is defined in 17 C.F.R. § 240.13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934 ("Exchange Act")), if any, on whose behalf the nomination is made; (iv) the class and number of shares of the Corporation which are owned beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record by the nominating shareholder and each nominee proposed by such shareholder; (v) a description of all arrangements or understandings between the shareholder and each nominee and any other person (naming such persons) pursuant to which the nomination or nominations are to be made by the shareholder; (vi) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to 17 C.F.R. § 240.14a-1 et seq. ("Regulation 14A") as then in effect under the Exchange Act had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (vii) the consent of each nominee to serve as a director of the Corporation if so elected. As to any other business that the shareholder proposes to bring before the meeting, a shareholder's notice to the Secretary shall set forth as to each matter: (i) a brief description of the business desired to be brought before the annual meeting; (ii) a representation that such shareholder is a holder of record of stock entitled to vote on the business proposed by such shareholder and intends to appear in person or by proxy at the meeting to present the proposed business to be brought before the meeting; (iii) the name and address of the shareholder proposing such business, as it appears on the Corporation's books, and of the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), if any, on whose behalf the business is proposed; (iv) the class and number of shares of the Corporation which are owned beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record by the shareholder; (v) the reason for conducting such business at the meeting and any material interest of the shareholder or such beneficial owner in such business; and (vi) all other information with respect to each such matter as would have been required to be included in a proxy statement filed pursuant to Regulation 14A as then in effect under the Exchange Act had proxies been solicited by the Board with respect thereto. Notwithstanding anything in this paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least forty (40) days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

    (c) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders with regard to which the Board has determined that directors are to be elected (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board, or (iii) by any shareholder who is a shareholder of record at the time of the giving of notice provided for in this Section 3, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in the last sentence of this paragraph (c). In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board, any such shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the shareholder's notice setting forth the information required by paragraph (b) of this Section 3 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of (i) the 30th day prior to such special meeting, or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

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    (d) Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 3. The chairman of the meeting of shareholders shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 3 and, if any proposed nomination or business is not in compliance with this Section 3, to declare that such defective nominations or proposal shall be disregarded.

    (e) For purposes of this Section 3, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

    (f)  Notwithstanding the foregoing provisions of this Section 3, (i) if any class or series of stock has the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, such directors shall be nominated and elected pursuant to the terms of such class or series of stock; and (ii) a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 3. To the extent this Section 3 shall be deemed by the Board of Directors or the Securities and Exchange Commission, or adjudged by a court of competent jurisdiction, to be inconsistent with the rights of shareholders to request inclusion of a proposal in the Corporation's proxy statement pursuant to 17 C.F.R. § 240.14a-8 ("Rule 14a-8") under the Exchange Act, such rule shall prevail.

    Section 4.  Notice of Meetings.  Written or printed notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than seventy (70) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Board of Directors or the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting, except when a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened.

    Section 5.  Conduct of Meeting.  The Board of Directors of the Corporation may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meetings or any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of an agenda for the meeting, (ii) the establishment of procedures for the maintenance of order, (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized proxies and such other persons as shall be determined, (iv) restrictions on entry to the meeting after a specified time, (v) limitations on the time allotted to the questions or comments on the affairs of the Corporation, and (vi) the timing of the opening and closing of the voting polls. Unless otherwise determined by the Board or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with any rules of parliamentary procedure. If demanded by ten percent (10%) of the shareholders entitled to vote, present in person or by proxy, the vote on any question or election shall be by ballot and conducted by two inspectors appointed by the chairman of the meeting and who are not directors, in which event, all questions touching the qualification of voters and the validity of proxies, shall be decided by such inspectors; otherwise, no vote need be by ballot or conducted by inspectors.

    Section 6.  Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the share transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the

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record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days preceding such meeting or action, and, for a meeting of shareholders, not less than ten (10) days immediately preceding such meeting. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date of such determination of shareholders.

    Section 7.  List of Shareholders.  The office or agent having charge of the transfer books for shares shall make, at least ten (10) days and not more than seventy (70) days before such meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

    Section 8.  Quorum and Manner of Acting.  A majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided that, if less than a majority of the outstanding shares entitled to vote at the meeting are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice to any shareholder not present at the meeting, to a specified date not later than ninety (90) days after such adjournment. At any subsequent session of an adjourned meeting at which a quorum is present in person or by proxy, any business may be transacted which could have been transacted at the initial session of the meeting if a quorum had been present. If a quorum is present, the affirmative vote of a majority of the shares represented at any meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by law, the Articles of Incorporation or these Bylaws. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

    Section 9.  Proxies.  At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of execution, unless otherwise provided in the proxy.

    Section 10.  Voting of Shares; No Cumulative Voting.  Each shareholder shall have the number of votes provided in the Articles of Incorporation for each share of stock entitled to vote under the provisions of the Articles of Incorporation and registered in such shareholder's name on the books of the Corporation. Except as otherwise provided by the Articles of Incorporation, no cumulative voting shall be permitted in the election of directors. At all meetings of shareholders, except as otherwise required by statute, by the Articles of Incorporation or by these Bylaws, all matters shall be decided by the vote of a majority in interest of the shareholders entitled to vote and present in person or by proxy.

    Section 11.  Voting of Shares of Certain Holders.  The term "shareholder" as used in these Bylaws means a registered holder of share of the Corporation; provided, however, that if permitted by law:

    (a) Shares of stock in the name of another corporation, foreign or domestic, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

    (b) Shares of stock in the name of a deceased person may be voted by his or her executor or administrator in person or by proxy.

    (c) Shares of stock in the name of a guardian, curator or trustee may be voted by such fiduciary either in person or by proxy provided the books of the Corporation show the stock to be in the name of such fiduciary in such capacity.

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    (d) Shares of stock in the name of a receiver may be voted by such receiver, and shares held by or in the control of a receiver may be voted by such receiver without the transfer thereof into his or her name, if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

    (e) Shares of stock which have been pledged shall be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and, thereafter, the pledgee shall be entitled to vote the shares so transferred.

    Section 12.  Informal Action by Shareholders.  Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

    Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised and done by shareholders.

    Section 2.  Number, Tenure and Qualifications.  The number of directors to constitute the Board of Directors shall be five (5) and such number may be increased or decreased by future action of the Board of Directors, provided that the number of directors shall not be less than three (3). Each director shall hold office for the term specified in the Articles of Incorporation and until his or her successor, if any, shall have been elected and qualified, or until his or her earlier resignation, removal or death. Except for those directors appointed to the Board of Directors by reason of Article III, Section 3, only such persons who are nominated in accordance with the procedures set forth in Article II, Section 3 shall be eligible to serve as directors.

    Section 3.  Vacancies and Newly Created Directorships.  Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their respective successors are elected and qualified or until their earlier resignation, removal or death.

    Section 4.  Meetings.

    (a) The annual meeting of the Board of Directors shall be held at the same place as the annual meeting of the shareholders immediately following said meeting. In the event of adjournment of such annual meeting of the Board of Directors, because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place within or without the State of Missouri, as may be designated by the directors adjourning such meeting, provided a quorum is present, but in no event later than thirty (30) days after the annual meeting of shareholders. All other meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the Board of Directors.

    (b) Regular meetings of the Board of Directors may be held without notice at such times and places either within or without the State of Missouri as shall from time to time be fixed by resolution adopted by the Board of Directors. Any business may be transacted at the annual meeting or any regular meeting of the Board.

    (c) Except as may otherwise be required by law, special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President or a majority of the members of the Board of Directors. Such meeting may be held either within or without the State of Missouri.

    Section 5.  Notice of Meetings.  No notice, other than that provided by these Bylaws, shall be necessary for the annual meeting of the Board of Directors, and no notice, other than as specified in Section 4(b), shall be necessary for any regular meeting of the Board. Written notice of each special meeting shall be

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given to each director, delivered personally or by mail or by telephone, at least three (3) days prior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the place of business of the director, with postage thereon prepaid. If notice be given by telegram, such notices shall be deemed to be delivered when the telegram is delivered to the telegraph company, addressed to the place of business of the director. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the director, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall be deemed a waiver of notice thereof, except where such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

    Section 6.  Meeting by Telephone Conference or Similar Communications Equipment.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws or by law, members of the Board of Directors of the Corporation, or any committee designated by such board, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

    Section 7.  Quorum.  A majority of the number of directors elected and holding office at the time of any meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

    Section 8.  Action by Unanimous Consent.  Any action which is required to be or may be taken at a meeting of the Board of Directors or any committee of the Board may be taken without a meeting if all the members of the Board of Directors or committee, as the case may be, consent in writing to such action. Such consents shall have the same force and effect as a unanimous vote of the directors or committee members at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the Board or the committee, as the case may be.

    Section 9.  Committees.

    (a) The Board of Directors may, by resolution or resolutions adopted by a majority of the whole Board, designate two (2) or more directors of the Corporation to constitute one or more committees (including, without limitation, an Executive Committee). Each such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all of the authority of the Board in the management of the Corporation; provided, however, that the designation of each such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed upon it or such member by law.

    (b) Each such committee shall keep regular minutes of its proceedings, which minutes shall be recorded in the minute book of the Corporation. The Secretary or an Assistant Secretary of the Corporation may act as Secretary for each such committee if the committee so requests.

    Section 10.  Executive Committee.  The Board of Directors at the annual or any regular or special meeting of the directors may, by resolution adopted by a majority of the whole Board, designate and elect any two (2) or more directors of the Corporation to constitute an Executive Committee of the Corporation and appoint one of the directors so designated as the chairman of the Executive Committee. The Executive Committee, to the extent provided in said resolution or resolutions, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Vacancies in the committee may be filled by the Board at any meeting thereof. Each member of the committee shall hold office until such committee member's successor has been duly elected and qualified, or until such committee member's resignation or removal from the Executive Committee by the Board, or until such committee member otherwise ceases to be a director. Any member of the Executive Committee may be removed from the committee by resolution adopted by a majority of the Board. The compensation, if any, of members of the Executive Committee shall be established by resolution of the Board.

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    (c) All actions taken by the Executive Committee shall be reported to the Board at the next meeting of the Board after such action is taken. The minute books of the Executive Committee shall at all times be open to the inspection of any director.

    (d) The Executive Committee shall meet at the call of its chairman or of any two members of the Executive Committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business (or if there shall only be two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall constitute the act of the Executive Committee.

    Section 11.  Audit Committee.

    (a) The Board of Directors at the annual or any regular or special meeting of the directors may, by resolution adopted by a majority of the whole Board, designate and elect any two (2) or more directors of the Corporation to constitute an Audit Committee and appoint one of the directors so designated as the chairman of the Audit Committee. Vacancies in the committee may be filled by the Board at any meeting thereof. Each member of the committee shall hold office until such committee member's successor has been duly elected and qualified, or until such committee member's resignation or removal from the Audit Committee by the Board, or until such committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the committee by resolution adopted by a majority of the Board. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board.

    (b) The Audit Committee shall be responsible for (i) recommending to the Board the appointment or discharge of independent auditors, (ii) reviewing with the management of the Corporation and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors, (iii) reviewing, with the independent auditors and management, the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls, (iv) reviewing with management the independent statements, audit results and reports and the recommendations made by any of the auditors with respect to changes in accounting procedures and internal controls, (v) reviewing the results of studies of the Corporation's system of internal accounting controls, (vi) and performing any other duties or functions deemed appropriate by the Board. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate.

    (c) All actions taken by the Audit Committee shall be reported to the Board at the next meeting of the Board after such action is taken. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

    (d) The Audit Committee shall meet at the call of its chairman or of any two members of the Audit Committee. A majority of the Audit Committee shall constitute a quorum for the transaction of business (or if there shall only be two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall constitute the act of the Audit Committee.

    Section 12.  Committee Procedures.  Unless otherwise provided in these Bylaws or in the resolution designating any committee, any committee may fix its rules or procedures, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.

    Section 13.  Limitation of Committee Powers.  Notwithstanding any other provision of these Bylaws, no committee of the Board of Directors shall have the power or authority of the Board with respect to (i) amending the Articles of Incorporation, (ii) approving or recommending to shareholders any type or form of Business Combination (as defined in Section 351.459 of The General and Business Corporation Law of Missouri), (iii) approving or recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, (iv) amending these Bylaws, (v) declaring a dividend or making any other distribution to the shareholders, (vi) authorizing the issuance of stock otherwise than pursuant to the grant or exercise of a stock option under employee stock options of the Corporation or in connection with a public

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offering of securities registered under the Securities Act of 1933, or (vii) appointing any member of any committee of the Board.

    Section 14.  Compensation of Directors.  The Board of Directors, by resolution adopted by a majority of the whole Board, may establish reasonable compensation of all directors for services to the Corporation as directors, officers, or otherwise, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of any standing committee may be allowed like compensation for their services to the Corporation.

    Section 15.  Resignations.  Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein or, if no time is specified therein, upon receipt thereof by the Corporation, and, unless otherwise specified therein, the acceptance of such resignation by the Corporation shall not be necessary to make such resignation effective.

    Section 16.  Removal of Directors.  Any director or directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote.

ARTICLE IV

OFFICERS

    Section 1.  Designations.

    (a) The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Operating Officer, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers. The Board may, from time to time, elect one or more of the prescribed officers as it shall deem advisable, but need not elect any officers other than a Chairman of the Board, a President, a Treasurer and a Secretary. The Board may, if it desires, elect or appoint additional officers and may further identify or describe any one or more of the officers of the Corporation.

    (b) The Chairman of the Board of Directors shall be chosen from among the Board, but the other officers of the Corporation need not be members of the Board. Any two or more offices may be held by the same person.

    Section 2.  Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

    Section 3.  Agents.  The Board of Directors from time to time may appoint such other agents for the Corporation as the Board shall deem necessary or advisable, each of whom shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.

    Section 4.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed.

    Section 5.  Salaries and Compensation.  Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board, the President, or a committee. Salaries and compensation of all appointed officers, agents and employees of the Corporation may be fixed, increased or decreased by the Board, but until action is taken with respect thereto by the Board, the same may be fixed, increased or decreased by the President or by such other officer or officers as may be empowered by the Board to do so.

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    Section 6.  Chairman of the Board.  Unless the Board of Directors otherwise provides, the Chairman of the Board shall also be the Chief Executive Officer of the Corporation. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman shall have the authority to sign all bonds, notes, debentures, mortgages and other contracts of the Corporation, may cause the seal to be affixed thereto, and may execute all other instruments, for and in the name of the Corporation.

    Section 7.  President.

    (a) Subject to the control of the Board of Directors, the President shall have general supervision, control, and management of the affairs and business of the Corporation, and shall have general charge and supervision of all officers, agents, and employees of the Corporation. In the event of the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board. In the absence of specific action by the Board of Directors, the President shall have final approval of contracts executed by the Corporation.

    (b) The President may execute certificates of stock of the Corporation and all bonds, notes, debentures, mortgages and other contracts of the Corporation, may cause the seal to be affixed thereto, and may execute all other instruments, for and in the name of the Corporation.

    (c) Unless the Board of Directors otherwise provides, the President, or any person designated in writing by the President, shall have full power and authority on behalf of the Corporation to (i) attend and to vote or take action at any meeting of the holders of securities of corporations in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to being a holder of such securities, and (ii) execute and deliver waivers of notice and proxies for an in the name of this Corporation with respect to securities of any such corporation held by this Corporation.

    (d) The President shall, unless the Board of Directors otherwise provides, be an ex officio member of all standing committees.

    (e) The President shall perform such other duties and have such other powers, responsibilities and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

    Section 8.  Chief Operating Officer, Executive Vice Presidents and Vice Presidents.  In the absence of the President, or in the event of his or her inability or refusal to act, the Chief Operating Officer, the Executive Vice President(s) and the Vice President(s) in the order designated or, in the absence of any designation, the Chief Operating Officer shall perform the duties of the President, and, when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Chief Operating Officer may sign, with the Secretary or an Assistant Secretary, certificates of stock of the Corporation; and shall perform other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

    Section 9.  Treasurer and Assistant Treasurers.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. In the absence or disability of the Treasurer or in the event of the Treasurer's inability or refusal to act, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer until the Board of Directors otherwise provides. Assistant Treasurers shall perform such other duties and have such other powers, responsibilities and authority as the Board may from time to time prescribe.

    Section 10.  Secretary and Assistant Secretaries.  The Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Secretary shall keep the minutes of the meetings of shareholders and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates of stock prior to the issuance thereof, and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a

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register of the post office address of each shareholder, which shall be furnished to the Secretary by such shareholders; sign with the President or the Chief Operating Officer certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; and have general charge of the share transfer books of the Corporation. In the absence or disability of the Secretary or in the event of the Secretary's inability or refusal to act, any Assistant Secretary may perform the duties and exercise the powers of the Secretary until the Board of Directors otherwise provides. Assistant Secretaries shall perform such other duties and have such other powers, responsibilities and authority as the Board may from time to time prescribe.

ARTICLE V
INDEMNIFICATION

    Section 1.  Indemnification in Actions by Third Parties.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving in an Indemnifiable Capacity against all liabilities and expenses, including, without limitation, attorneys' fees, judgments, fines, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation in accordance with Section 4), ERISA excise taxes or penalties, or other expenses actually and reasonably incurred in connection with such action, suit, or proceeding (including, without limitation, the investigation, defense, settlement, or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful; provided that the Corporation shall not be required to indemnify or advance expenses to any such person seeking indemnification or advancement of expenses in connection with any action, suit or proceeding initiated by such person (including, without limitation, any cross-claim or counterclaim) unless the initiation of such action, suit or proceeding was authorized by the Board of Directors or as otherwise provided in Section 4. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

    Section 2.  Indemnification in Derivative Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving in an Indemnifiable Capacity against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation in accordance with Section 4) and all expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense or settlement of the action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding) if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification under this Section 2 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duties to the Corporation unless and only to the extent that the court in which the action or suit was brought determines upon application, that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

    Section 3.  Determination of Right to Indemnification.  Any indemnification under Section 1 and 2 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in this article. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written

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opinion, or by the shareholders. If such determination is adverse to the person to be indemnified hereunder, such person shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. For the purposes of such court action, an adverse determination as to the eligibility of a person for indemnification made pursuant to this Section 3 shall not constitute a defense to such action nor create a presumption regarding such person's eligibility for indemnification hereunder. If such court action is successful and the person is determined to be entitled to such indemnification, such person shall be reimbursed by the Corporation for all fees and expenses, including attorneys' fees, actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

    Section 4.  Advancement of Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amounts unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article. In no event shall any advance be made in instances where it is reasonably determined that such person would not be entitled to indemnification hereunder or that such person deliberately breached such person's duty to the Corporation or its shareholder (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders, and such determination shall be final and binding.

    Section 5.  Non-Exclusivity.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification shall be entitled under any other bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

    Section 6.  Insurance.  Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was serving in an Indemnifiable Capacity against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article V. Notwithstanding anything in this Article V to the contrary: (i) the Corporation shall not be obligated to indemnify any person serving in an Indemnifiable Capacity for any amounts which have been paid directly to such person by any insurance maintained by the Corporation; and (ii) an indemnification provided pursuant to this Article V (A) shall not be used as a source of contribution to, or as a substitute for, or as a basis for recoupment of any payments pursuant to, any indemnification obligation or insurance coverage which is available from any Other Enterprise, and (B) shall become operative, and payments shall be required to be made thereunder, only in the event and to the extent that the amounts in question have not been fully paid by any indemnification obligation or insurance coverage which is available from any Other Enterprise.

    Section 7.  Vesting of Rights.  The rights granted or created hereby shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person's serving or having served in an Indemnifiable Capacity and, while this Article V may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article V with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

    Section 8.  Definitions.  For purposes of this Article V, references to:

    (a) "the Corporation" shall, if and only if the Board of Directors so determines, include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify a person who serves in an Indemnifiable Capacity so that any person who is or was serving in an Indemnifiable Capacity as to a constituent corporation shall stand in the same position

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under the provisions of this Article V with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity;

    (b) "Other Enterprise" or "Other Enterprises" shall include, without limitation, any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise;

    (c) "fines" shall include any excise taxes assessed against a person with respect to an employee benefit plan;

    (d) "defense" shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

    (e) "serving at the request of the Corporation" shall include any service by a person in an Indemnifiable Capacity which imposes duties on, or involves services by, such person with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the Corporation" as referred to in this Article V; and

    (f)  "Indemnifiable Capacity" shall include service by a person as a director or officer of the Corporation, or, at the Corporation's request, service by a person as a director, officer, trustee or in any other comparable position of an Other Enterprise.

    For the purpose of this Article V, unless the person described in Section 4 making a determination as to the availability of indemnification shall determine otherwise, any director, officer, employee or agent of the Corporation serving as a director, officer, trustee or in any other comparable position of an Other Enterprise of which the Corporation, directly or indirectly, is a shareholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such at the request of the Corporation. In all other instances where any person shall serve as a director, officer, trustee or in any other comparable position of an Other Enterprise, if it is not otherwise established that such person is or was serving at the request of the Corporation, the persons described by Section 4 making a determination as to the availability of indemnification shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification.

    Section 9.  Severability.  If any provision of this Article V or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Article V and the application of such provision to other persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any person who is or was serving in an Indemnifiable Capacity is entitled under any provision of this Article V to indemnification by the Corporation of some or a portion of the judgments, amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER

    Section 1.  Payment for Shares of Stock.  The Corporation shall not issue shares of stock of the Corporation except for money paid, labor done or property actually received or in consideration of valid bona fide antecedent debts. No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shall be considered as payment of any part of any share or shares, and no loan of money for the purpose of such payment shall be made by the Corporation.

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    Section 2.  Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the Chairman of the Board or the President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation, provided that such seal may be a facsimile and where any such certificate is countersigned by a transfer agent, other than the Corporation or its employees, the signatures of the transfer agent and said officers upon such certificate may be facsimiles. In case any such officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation or its transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 3.

    Section 3.  Transfer of Shares.  Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. The stock record book and other transfer records shall be in the possession of the Secretary or of a transfer agent for the Corporation. The Corporation, by resolution of the Board of Directors, may from time to time appoint a transfer agent and, if desired, a registrar, under such arrangements and upon such terms and conditions as the Board deems advisable, but until and unless the Board appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made) the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by the Secretary, shall perform all of the duties of such transfer agent.

    Section 4.  Lost or Destroyed Certificates.  In case of the loss or destruction of any certificate for shares of stock of the Corporation, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation and the transfer agent and registrar, if any, in such sum as the Board of Directors may provide; provide, however, that a new certificate may be issued without requiring a bond when in the judgment of the Board it is proper to do so.

ARTICLE VII
GENERAL PROVISIONS

    Section 1.  Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year, or such other period of twelve (12) months as the Board of Directors may determine.

    Section 2.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

    Section 3.  Corporate Seal.  The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal—Missouri." Such seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced upon the document to be sealed.

    Section 4.  Contracts with Officers or Directors or their Affiliates.

    (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the

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meeting of the Board of Directors or any committee thereof which authorizes the contract or transaction, or solely because such persons or their votes are counted for such purpose, if:

(i)

The material facts as to such person's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or such committee, and the Board or such committee in good faith authorized the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or



(ii)

The material facts as to such person's relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or



(iii)

The contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the Board of Directors, a committee thereof, or the shareholders.

    (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorized the contract or transaction.

    Section 5.  Depositories.  The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board of Directors shall designate, and shall be drawn out only by check or draft signed by persons designated by resolution adopted by the Board. Notwithstanding the foregoing, the Board may by resolution authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board or by an authorized officer or officers as aforesaid.

    Section 6.  Amendments.  Except as may be specified in Article V of these Bylaws, these Bylaws may from time to time be altered, amended or repealed, or new Bylaws may be adopted, in the manner provided in the Articles of Incorporation or by law.

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CERTIFICATE

    The undersigned, hereby certifies that the foregoing Bylaws were adopted by written consent of the Corporation's directors effective the 2nd day of January, 2001.

    Dated as of this 2nd day of January, 2001.

/s/ JANICE E. KATTERHENRY Janice E. Katterhenry, Secretary

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QuickLinks

Exhibit 3.1

ARTICLE I OFFICES
ARTICLE II SHAREHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V INDEMNIFICATION
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
ARTICLE VII GENERAL PROVISIONS
CERTIFICATE