EX-99.1 2 a06-21831_2ex99d1.htm EX-99

Exhibit 99.1

News Release

 

EPIQ SYSTEMS, INC. ANNOUNCES THIRD QUARTER 2006 RESULTS

Change in Accounting Has No Impact on the Company’s
Cumulative Revenue, Operating Income or Net Cash Flow

Kansas City, KS (November 14, 2006)  – Epiq Systems, Inc. (NASDAQ: EPIQ) today announced that on November 13, 2006, the Company received the guidance it had proactively requested from the U.S. Securities and Exchange Commission Office of the Chief Accountant.  As previously reported, in conjunction with a routine review of the Company’s Form S-3 Registration Statement and its periodic reports incorporated by reference therein, the Company requested guidance from the SEC in analyzing the application of certain technical accounting rules pertaining to a business arrangement entered into in the ordinary course of business.

Technical Accounting Review and Reporting Update

As a result of our evaluation of certain revenue recognition rules and guidance from the SEC related to the application of these rules to a specific business arrangement, the Company will restate its audited financial statements for the years ended December 31, 2003, 2004 and 2005, and its unaudited quarterly financial information previously reported for the quarters ended March 31, June 30 and September 30, 2004 and 2005, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and its unaudited quarterly financial information previously reported for the quarters ended March 31 and June 30, 2006, included in the Company’s Quarterly Report on Form 10-Q for those quarters.

The restatement of the Company’s historical financial statements referenced above for this arrangement does not affect the Company’s cumulative revenue or operating income reported over the term of the arrangement from inception of this arrangement in October 2003 through September 30, 2006.  The restated financial statements will, however, reflect the deferral of approximately $66.1 million of revenue recognized during the period beginning fourth quarter of 2003 through the first quarter of 2006.  Approximately $60.1 million of net deferred revenue will be recognized during the second quarter of 2006, and approximately $6.0 million of deferred revenue will be recognized during the third quarter of 2006.  As no basis under GAAP exists to defer the related costs associated with the arrangement, each period’s pre-tax income will be reduced by the full amount of the revenue that is deferred.  Cash was received each month during the term of the arrangement, and previously reported net cash flow results remain unchanged for each period reported from October 2003 through September 30, 2006.

The change in accounting pertains only to the Company’s marketing arrangement with Bank of America for Chapter 7 bankruptcy services and only for the period when this arrangement had a fixed term (October 2003 through September 2006) rather than an open-ended term, as was the case before October 2003 and as is the case presently. During the fixed term period, the Company provided services monthly to approximately 600 end-user trustee clients and received ordinary course cash payments pertaining to the arrangement in each of the 36 months. The practical




effect of the restatement is that virtually all revenue from the end-user trustee client relationships for all of the 36 months is being recorded in the final two quarterly periods: approximately $60.1 million in the second quarter of 2006 and approximately $6.0 million in the third quarter of 2006, rather than quarterly, as previously reported.  Revenue recognition during the periods prior to October 2003 remain as previously reported, and revenue recognition for the current arrangement, which began October 1, 2006, will be recorded quarterly, consistent with how revenue was reported for the periods prior to October 2003.  Because of the restatement, the fixed term period (October 2003 to September 2006) is now the only period since the inception of the relationship with Bank of America nearly thirteen years ago when the timing of revenue is not aligned with the periods when the Company delivered services to its trustee clients.

A summary of the restatement is provided in the tables section of this press release.

The efforts of the Company in preparing the request for guidance and the timing of receipt of the final guidance from the SEC Office of the Chief Accountant did not permit the Company to complete the preparation of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, within the normal time frame for a filing of that report on or before November 9, 2006.  The Company has filed a Form 12b-25 which provides for the filing on or before the fifth calendar day following the prescribed due date.  The Company will file its Quarterly Report on Form 10-Q today, which is within the allowable extension time frame.

Third Quarter 2006 and September 30, 2006 Year-to-Date Financial Results Summary

Certain amounts related to our financial results for the three and nine month periods ended September 30, 2005 have been restated, and where applicable, all references below are to the restated amounts.

Results of operations for the third quarter of 2006 reflect operating revenue before reimbursed direct costs of $34.4 million, compared to $20.1 million for the year ago quarter.  As a result of the accounting change, for the three months ended September 30, 2006, the Company recognized $6.0 million of previously deferred revenue; during the same period in the prior year, the Company had deferred $5.7 million of revenue.  September 30, 2006 year-to-date operating revenue before reimbursed direct costs of $161.1 million compared to $59.2 million last year.  As a result of the accounting change, for the nine months ended September 30, 2006, the Company recognized $59.7 million of previously deferred revenue; during the same period in the prior year, the Company had deferred $18.8 million of revenue.

Net income for the third quarter of 2006 was $2.7 million or $0.13 per share compared to net income of $0.5 million or $0.03 per share for the year ago quarter.  September 30, 2006 year-to-date net income was $37.2 million or $1.65 per share compared to $0.2 million or $0.01 per share for the prior year.

2




Third quarter 2006 net cash provided by operating activities was $5.2 million, a 53% increase compared to $3.4 million for the year ago quarter.  September 30, 2006 year-to-date net cash provided by operating activities was $23.6 million, a 72% increase compared to $13.7 million for the prior year.  A condensed consolidated cash flow statement is attached.

Epiq Systems’ management also evaluates the following non-GAAP financial measures: (i) Non-GAAP Adjusted EBITDA (net income before interest/ financing, taxes, depreciation, amortization, share based compensation, and acquisition related expenses, adjusted to include deferred revenue accounted for under SOP 97-2 in the period in which the services were provided and to exclude the revenue in the later period in which it is recognized) and (ii) Non-GAAP net income (net income before amortization of acquisition related intangibles, share based compensation, acquisition-related expenses, capitalized loan fee amortization, and embedded option mark-to-market expense/convertible debt accretion, adjusted to include deferred revenue accounted for under SOP 97-2 in the period in which the services were provided and to exclude the revenue in the later period in which it is recognized, all net of tax).  Reconciliation statements for non-GAAP adjusted EBITDA, non-GAAP net income and non-GAAP earnings per share are attached.

Non-GAAP Adjusted EBITDA was $7.2 million, compared to $10.2 million for the year ago quarter.  September 30, 2006 year-to-date non-GAAP Adjusted EBITDA was $30.0 million, compared to $30.0 million for the prior year.

Non-GAAP net income for the third quarter of 2006 was $1.0 million or $0.06 per share compared to $5.3 million or $0.28 per share for the year ago quarter.  September 30, 2006 year-to-date non-GAAP net income was $8.1 million or $0.39 per share compared to $15.3 million or $0.83 per share for the prior year.  Non-GAAP net income includes interest expense, which increased $0.9 million in the third quarter of 2006 and $4.9 million year-to-date compared to last year. The increase in interest expense is primarily attributable to bank debt utilized to finance the November 15, 2005 acquisition of the Company’s electronic discovery business. As of November 9, 2006 the Company has reduced its bank borrowings by $28.0 million since the electronic discovery acquisition.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson, president and COO of Epiq Systems stated, “During the third quarter, we achieved several important strategic objectives that strengthen the company significantly. Nonetheless, our operating results for the quarter were lower than expected, primarily because of reduced new client engagements for class action solutions. We have just appointed a new managing director to lead our class action business, have recruited new sales executives, and are realigning the sales department to position the business for future growth.

Additionally, we have recently appointed new managing directors for each of our electronic discovery and corporate restructuring businesses. The arrival of the three new executives provides significant new management depth as we execute on our long-term business plan.

Our integration of the nMatrix acquisition remains on course, and we are pleased with this year’s revenue increase in the electronic discovery marketplace, particularly given the transitional nature of the first year following the acquisition. We remain focused on long-term leadership in this growing market and continue to make extensive investments, including management and sales recruiting, technology, and new office locations.

3




We are pleased to have concluded our discussions with the SEC regarding the change in accounting treatment.  The resulting changes are reflected in our third quarter results, and prior period changes are summarized in this press release.  We plan to submit updated filings to reflect the prior period changes as soon as practicable.

As planned, 2006 has been a year of significant investment, and we are looking forward to capitalizing on these investments in 2007 and 2008.”

Recent key events include:

·                  Advancing the company’s long-term strategic business plan and furthering the integration of the company’s major recent acquisitions, new managing directors were appointed during the third quarter to assume leadership in three of the four major markets in which the company operates. The market areas and new executives are:

·                  Electronic Discovery Solutions - William Carter, formerly a Vice President of LexisNexis

·                  Class Action and Claims Solutions - Timothy B. Corcoran, formerly a Vice President of LexisNexis

·                  Corporate Restructuring Solutions - Lorenzo Mendizabal, formerly senior vice president of Epiq Systems and previous president of The Trumbull Group

·                  In recent months, the company has recruited new sales and client relationship executives in New York, London, Chicago, Los Angeles, and northern California.

·                  The company enhanced the management depth of its electronic discovery business by completing the recruitment of a strengthened middle management tier across all departments. The first year anniversary of the nMatrix acquisition will be November 15, 2006.

·                  The company opened a full-service office (including sales, client services and technology support) of its electronic discovery business in Los Angeles.

·                  Epiq Systems previewed version 11.7 of its TCMS Chapter 7 case management software at the annual meeting of the National Association of Bankruptcy Trustees.

·                  In the first year after the nMatrix acquisition, Epiq Systems appeared on the top 20 Electronic Discovery Service Providers list in the 2006 Socha Gelbmann Survey.  The survey indicates the electronic discovery market has a 2-year projected 55% CAGR, with 2005 revenue of $0.8 billion projected to reach $2.0 billion in 2007.

·                  1.48 million bankruptcies were filed in the U.S. Court’s annual period ended June 30, 2006.

·                  The Federal Reserve reported that both corporate debt and consumer credit increased compared to the prior year, reaching $5.5 trillion and $2.4 trillion, respectively, as of June 30, 2006.

·                  Since June 2003, the Federal Open Market Committee has raised the federal funds rate 17 times from its low of 1.0% to the current 5.25%.

Conference Call

The Company will host a conference call today at 3:30 p.m. central time to discuss these results.  The Internet broadcast of the call can be accessed at www.epiqsystems.com. To listen by phone, call (800) 683-1565 before 3:30 p.m. central time.  The archive of the Internet broadcast will be available on the company’s website until the next earnings update.  A recording of the call will be available through December 16, 2006 beginning approximately two hours after the call ends.  To access the replay, call (877) 519-4471 and enter pin #8092403.

4




Company Description
Epiq Systems is a provider of technology-based solutions for the legal and fiduciary services industries.  Our solutions enable clients to optimize the administration of complex legal proceedings, including electronic discovery, bankruptcy administration, class action administration, mass tort and other similar legal proceedings.  Epiq Systems’ clients include leading law firms, corporate legal departments, bankruptcy trustees and other professional advisors who require sophisticated case administration and document management capabilities, extensive subject matter expertise, and a high service capacity.  We provide clients an integrated offering of both proprietary technology and value-added services that comprehensively addresses their extensive business requirements.  For more information, visit us online at www.epiqsystems.com.

Forward-looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act, including those relating to the possible or assumed future results of our operations and financial condition.  These forward-looking statements are based on our current expectations and may be identified by terms such as “believe,” “expect,” “anticipate,” “should,” “planned,” “may,” “goal,” “objective” and “potential.”  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 our forward-looking statements.  These factors include (1) the resolution of the accounting matter that we have presented to the SEC Office of the Chief Accountant and risks associated with the market reaction to the restatement of our financial statements as a result, (2) potential events of non-compliance under our senior credit agreement and convertible notes agreement as a result of the restatement of our financial statements and other risks associated with our indebtedness, (3) the expenses associated with the resolution of this technical accounting matter, including anticipated future expenses associated with the restatement, waivers or amendments under our debt agreements and related regulatory-related accounting and legal expenses, (4) risks associated with the application of complex accounting rules to unique transactions, including the risk that good faith application of those rules and audits of those results may be later reversed by new interpretations of those rules or new views regarding the application of those rules, (5) any material changes in our total number of client engagements and the volume associated with each engagement, including the results for 2006 to date in our class action client engagements, (6) any material changes in our Chapter 7 deposit portfolio, the services required or selected by our electronic discovery, Chapter 11, Chapter 13, class action or mass tort engagements, or the number of cases processed by our Chapter 13 bankruptcy trustee clients, (7) material changes in the number of bankruptcy filings, class action filings or mass tort actions each year, (8) our reliance on our marketing and pricing arrangements with Bank of America and other depository banks,  (9) risks associated with the integration of acquisitions, particularly nMatrix, into our existing business operations, and (10) other risks detailed from time to time in our SEC filings, including our annual report on Form 10-K.   In addition, there may be other factors not included in our SEC filings that may cause actual results to differ materially from any forward-looking statements. We undertake no obligations to update any forward-looking statements contained herein to reflect future events or developments.

For more information:

Mary Ellen Berthold, Epiq Systems, Inc., telephone: 913-621-9500, email: ir@epiqsystems.com

(Tables follow)

5




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
SELECTED SUMMARY OF RESTATED RESULTS
(In thousands, except per share data)
(Unaudited)

 

 

2003

 

2004

 

2005

 

2006

 

 

 

Q4

 

YTD

 

Q1

 

Q2

 

Q3

 

Q4

 

YTD

 

Q1

 

Q2

 

Q3

 

Q4

 

YTD

 

Q1

 

Q2

 

Total Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously filed

 

18,402

 

67,936

 

26,012

 

34,908

 

35,694

 

28,806

 

125,420

 

31,461

 

31,635

 

32,016

 

35,684

 

130,796

 

44,656

 

40,411

 

Adjustment

 

(8,156

)

(8,156

)

(8,361

)

(6,640

)

(6,068

)

(5,983

)

(27,052

)

(6,817

)

(6,283

)

(5,722

)

(5,644

)

(24,466

)

(6,438

)

60,085

 

Restated

 

10,246

 

59,780

 

17,651

 

28,268

 

29,626

 

22,823

 

98,368

 

24,644

 

25,352

 

26,294

 

30,040

 

106,330

 

38,218

 

100,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously filed

 

(1,139

)

8,707

 

1,737

 

3,991

 

2,084

 

1,918

 

9,730

 

3,250

 

2,904

 

3,087

 

1,707

 

10,948

 

2,030

 

528

 

Adjustment

 

(4,930

)

(4,930

)

(4,199

)

(4,228

)

(4,558

)

(3,368

)

(16,353

)

(5,378

)

(1,068

)

(2,592

)

(5,752

)

(14,790

)

(3,779

)

35,764

 

Restated

 

(6,069

)

3,777

 

(2,462

)

(237

)

(2,474

)

(1,450

)

(6,623

)

(2,128

)

1,836

 

495

 

(4,045

)

(3,842

)

(1,749

)

36,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously filed

 

(0.06

)

0.48

 

0.10

 

0.22

 

0.11

 

0.10

 

0.52

 

0.17

 

0.15

 

0.16

 

0.09

 

0.56

 

0.10

 

0.03

 

Adjustment

 

(0.28

)

(0.27

)

(0.24

)

(0.23

)

(0.25

)

(0.18

)

(0.89

)

(0.29

)

(0.05

)

(0.13

)

(0.31

)

(0.77

)

(0.19

)

1.56

 

Restated

 

(0.34

)

0.21

 

(0.14

)

(0.01

)

(0.14

)

(0.08

)

(0.37

)

(0.12

)

0.10

 

0.03

 

(0.22

)

(0.21

)

(0.09

)

1.59

 

 

 

 

 

 

 

 

 

 

 

.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow from Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously filed

 

8,322

 

20,651

 

(2,608

)

17,877

 

5,118

 

11,202

 

31,589

 

1,707

 

8,607

 

3,423

 

13,501

 

27,238

 

5,656

 

12,670

 

Adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restated

 

8,322

 

20,651

 

(2,608

)

17,877

 

5,118

 

11,202

 

31,589

 

1,707

 

8,607

 

3,423

 

13,501

 

27,238

 

5,656

 

12,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously filed (a)

 

41

 

41

 

45

 

60

 

91

 

58

 

58

 

59

 

59

 

960

 

550

 

550

 

915

 

818

 

Adjustment

 

8,156

 

8,156

 

16,517

 

23,157

 

29,225

 

35,208

 

35,208

 

42,025

 

48,308

 

54,030

 

59,674

 

59,674

 

66,112

 

6,027

 

Restated

 

8,197

 

8,197

 

16,562

 

23,217

 

29,316

 

35,266

 

35,266

 

42,084

 

48,367

 

54,990

 

60,224

 

60,224

 

67,027

 

6,845

 

 


(a) included as a component of other accrued expenses

The above table does not reflect changes in debt classification or deferred tax assets and liabilities resulting from the restatement.

6




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

(as restated)

 

 

 

(as restated)

 

REVENUE:

 

 

 

 

 

 

 

 

 

Case management services

 

$

22,353

 

$

12,197

 

$

65,653

 

$

38,132

 

Case management bundled software license, software upgrade and postcontract customer support services

 

7,445

 

550

 

68,922

 

1,146

 

Document management services

 

4,591

 

7,373

 

26,495

 

19,895

 

Operating revenue before reimbursed direct costs

 

34,389

 

20,120

 

161,070

 

59,173

 

Operating revenue from reimbursed direct costs

 

4,643

 

6,174

 

16,676

 

17,118

 

Total Revenue

 

39,032

 

26,294

 

177,746

 

76,291

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

 

 

Direct costs of services (exclusive of depreciation and amortization shown separately below)

 

9,260

 

8,576

 

36,403

 

24,778

 

Reimbursed direct costs

 

4,685

 

6,199

 

16,852

 

17,296

 

General and administrative

 

12,411

 

7,035

 

36,469

 

23,071

 

Depreciation and software and leasehold amortization

 

2,633

 

1,732

 

7,424

 

5,281

 

Amortization of identifiable intangible assets

 

3,027

 

1,442

 

8,672

 

4,492

 

Acquisition related

 

 

114

 

250

 

114

 

Total Operating Expenses

 

32,016

 

25,098

 

106,070

 

75,032

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

7,016

 

1,196

 

71,676

 

1,259

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE (INCOME):

 

 

 

 

 

 

 

 

 

Interest income

 

(23

)

(28

)

(111

)

(106

)

Interest expense

 

2,523

 

1,623

 

9,215

 

4,309

 

Net Interest Expense

 

2,500

 

1,595

 

9,104

 

4,203

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES

 

4,516

 

(399

)

62,572

 

(2,944

)

 

 

 

 

 

 

 

 

 

 

INCOME TAX PROVISION (BENEFIT)

 

1,835

 

(894

)

25,348

 

(3,147

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,681

 

$

495

 

$

37,224

 

$

203

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE INFORMATION:

 

 

 

 

 

 

 

 

 

Net income per share – Diluted

 

$

0.13

 

$

0.03

 

$

1.65

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – DILUTED

 

22,911

 

18,861

 

23,065

 

18,402

 

 

7




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

 

 

 

 

(as restated)

 

ASSETS

 

 

 

 

 

ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

4,026

 

$

13,563

 

Trade receivables, net

 

32,634

 

33,504

 

Property and equipment, net

 

23,186

 

23,751

 

Goodwill

 

260,834

 

249,427

 

Other intangibles, net

 

46,797

 

53,399

 

Other

 

16,562

 

44,827

 

 

 

 

 

 

 

Total Assets

 

$

384,039

 

$

418,471

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

5,053

 

$

7,954

 

Deferred revenue

 

826

 

60,224

 

Indebtedness

 

160,206

 

173,548

 

Other liabilities

 

35,520

 

36,277

 

STOCKHOLDERS’ EQUITY

 

182,434

 

140,468

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

384,039

 

$

418,471

 

 

8




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

(as restated)

 

 

 

(as restated)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net income

 

$

2,681

 

$

495

 

$

37,224

 

$

203

 

Non-cash adjustments to net income:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

5,660

 

3,174

 

16,096

 

9,773

 

Other, net

 

1,981

 

(935

)

24,670

 

(4,860

)

Changes in operating assets and liabilities, net

 

(5,073

)

689

 

(54,415

)

8,621

 

Net cash provided by operating activities

 

5,249

 

3,423

 

23,575

 

13,737

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Cash paid for business combinations, net

 

(101

)

(650

)

(3,586

)

(650

)

Other

 

(1,991

)

(2,607

)

(8,502

)

(4,013

)

Net cash used in investing activities

 

(2,092

)

(3,257

)

(12,088

)

(4,663

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net payments on indebtedness

 

(6,923

)

(1,423

)

(23,643

)

(10,104

)

Other

 

979

 

724

 

2,619

 

903

 

Net cash used in financing activities

 

(5,944

)

(699

)

(21,024

)

(9,201

)

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

$

(2,787

)

$

(533

)

$

(9,537

)

$

(127

)

 

9




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO
NON-GAAP NET INCOME
(In thousands)
(Unaudited
)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,681

 

$

495

 

$

37,224

 

$

203

 

 

 

 

 

 

 

 

 

 

 

Plus (net of tax):

 

 

 

 

 

 

 

 

 

Deferred revenue (SOP 97-2)

 

(3,646

)

3,462

 

(36,103

)

11,387

 

Amortization of acquisition intangibles

 

1,831

 

872

 

5,247

 

2,718

 

Share based compensation

 

374

 

 

1,091

 

 

Acquisition related expense

 

 

69

 

151

 

69

 

Loan fee amortization

 

222

 

168

 

663

 

507

 

Non-cash embedded option charges

 

(441

)

267

 

(168

)

462

 

 

 

(1,660

)

4,838

 

(29,119

)

15,143

 

 

 

 

 

 

 

 

 

 

 

NON-GAAP NET INCOME

 

$

1,021

 

$

5,333

 

$

8,105

 

$

15,346

 

 

 

EPIQ SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATION OF EPS TO
NON-GAAP EPS
(Unaudited)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2006

 

2005 *

 

2006

 

2005 *

 

 

 

 

 

 

 

 

 

 

 

EPS (on a diluted basis)

 

$

0.13

 

$

0.03

 

$

1.65

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

Plus (net of tax):

 

 

 

 

 

 

 

 

 

Deferred revenue (SOP 97-2)

 

(0.16

)

0.18

 

(1.57

)

0.61

 

Amortization of acquisition intangibles

 

0.08

 

0.05

 

0.23

 

0.15

 

Share based compensation

 

0.02

 

 

0.05

 

 

Acquisition related expense

 

 

 

0.01

 

 

Loan fee amortization

 

0.01

 

0.01

 

0.03

 

0.03

 

Non-cash embedded option charges

 

(0.02

)

0.01

 

(0.01

)

0.03

 

 

 

(0.07

)

0.25

 

(1.26

)

0.82

 

 

 

 

 

 

 

 

 

 

 

NON-GAAP EPS (on a diluted basis)

 

$

0.06

 

$

0.28

 

$

0.39

 

$

0.83

 

 


*      The EPS calculation excludes adjustments related to convertible debt as such adjustments are antidilutive.

10




EPIQ SYSTEMS, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO
NON-GAAP ADJUSTED EBITDA
(In thousands)
(Unaudited
)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,681

 

$

495

 

$

37,224

 

$

203

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue (SOP 97-2)

 

(6,027

)

5,722

 

(59,674

)

18,822

 

Acquisition related expense

 

 

114

 

250

 

114

 

Depreciation and amortization

 

5,660

 

3,174

 

16,096

 

9,773

 

Share based compensation

 

579

 

 

1,671

 

 

Expenses related to financing

 

2,500

 

1,595

 

9,104

 

4,203

 

Provision for (benefit from) income taxes

 

1,835

 

(894

)

25,348

 

(3,147

)

 

 

4,547

 

9,711

 

(7,205

)

29,765

 

 

 

 

 

 

 

 

 

 

 

NON-GAAP ADJUSTED EBITDA

 

$

7,228

 

$

10,206

 

$

30,019

 

$

29,968

 

 

 

EPIQ SYSTEMS, INC. AND SUBSIDIARIES
EPS CALCULATION
(In thousands, except per share data)
(Unaudited
)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

(as restated)

 

 

 

(as restated)

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,681

 

$

495

 

$

37,224

 

$

203

 

Interest expense adjustment for convertible debt

 

305

 

*

904

 

*

 

 

 

 

 

 

 

 

 

 

ADJUSTED FOR DILUTED CALCULATION

 

$

2,986

 

$

495

 

$

38,128

 

$

203

 

 

 

 

 

 

 

 

 

 

 

DILUTED WEIGHTED AVERAGE SHARES

 

19,442

 

17,942

 

19,372

 

17,911

 

Adjustment to reflect stock options

 

612

 

919

 

836

 

491

 

Adjustment to reflect convertible debt shares

 

2,857

 

*

2,857

 

*

 

 

 

 

 

 

 

 

 

 

ADJUSTED FOR DILUTED CALCULATION

 

22,911

 

18,861

 

23,065

 

18,402

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE - DILUTED

 

$

0.13

 

$

0.03

 

$

1.65

 

$

0.01

 

 


* Convertible debt shares are antidilutive and are excluded from EPS calculation.

# # #

 

11