-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzcsxFGmn8qugbPbyDRzflJYeZIUWU9eqMAFvaX/q5B290Wyuy5G+akUlO7/fuJu 8NysrbPBRN2j5RAavKQuOw== 0001157523-08-001525.txt : 20080219 0001157523-08-001525.hdr.sgml : 20080218 20080219160113 ACCESSION NUMBER: 0001157523-08-001525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080219 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPIQ SYSTEMS INC CENTRAL INDEX KEY: 0001027207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 481056429 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22081 FILM NUMBER: 08626589 BUSINESS ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105-1309 BUSINESS PHONE: 9136219500 MAIL ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105-1309 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC PROCESSING INC DATE OF NAME CHANGE: 19961116 8-K 1 a5614148.htm EPIQ SYSTEMS 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

February 19, 2008 (February 19, 2008)
Date of Report (Date of earliest event reported)

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

Missouri

0-22081

48-1056429

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

501 Kansas Avenue

Kansas City, Kansas 66105

(Address of principal executive offices)

(913) 621-9500
(Registrant’s telephone number, including area code )

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02. Results of Operations and Financial Condition.

On February 19, 2008, Epiq Systems, Inc. issued a press release announcing its financial results for the quarter ended December 31, 2007. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The attached press release includes four non-GAAP financial measures that management uses and that the company believes may be useful to investors:

  • Non-GAAP net income, calculated as net income plus or minus, as applicable, deferred revenue accounted for under Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), plus amortization of acquisition-related intangibles, share-based compensation expense, non-cash mark-to-market adjustments, acquisition-related expense, the effect of tax adjustments which are outside of our anticipated effective tax rate, and capitalized loan fee amortization, all net of tax;
  • Non-GAAP earnings per share, calculated as non-GAAP income on a fully diluted per share basis;
  • Non-GAAP adjusted EBITDA, calculated as net income plus or minus, as applicable, deferred revenue accounted for under SOP 97-2, and before interest/financing, taxes, depreciation, amortization, share-based compensation, non-cash mark-to-market adjustments, and acquisition-related expenses; and
  • Non-GAAP operating revenue, calculated as operating revenue before reimbursed direct costs plus or minus, as applicable, deferred revenue accounted for under SOP 97-2.

Reconciliations of each of these non-GAAP measures are included in schedules to the press release filed with this report. The press release also includes certain schedules showing reconciliation of certain of these non-GAAP financial measures for the company’s three business segments.

These non-GAAP financial measures are intended to supplement the accounting principles generally accepted in the United States of America (GAAP) financial information included in the press release by providing management and investors with additional insight regarding results of operations.

Management uses non-GAAP net income (i) in its strategic planning for the company and (ii) in evaluating the results of operations of the company. The company’s compensation committee has used non-GAAP net income in evaluating the performance of management and in determining executive bonuses. Management believes the non-GAAP net income measure provides management with additional perspective when evaluating the results of operations and may be similarly useful to investors when evaluating financial results of the company for comparable periods for the following reasons:

  • Certain of the adjusted items can fluctuate significantly from period-to-period due in part to the timing of completion of major acquisitions, the timing of major refinancings (whether or not related to those acquisitions) and similar events. Management believes the adjustments to net income to account for these types of significant corporate arrangements may be useful to investors in comparing the results of operations of the company without the effect of certain aspects of those corporate arrangements;
  • Certain of the adjusted items represent significant non-cash credits or charges in computing GAAP net income, which investors may find useful in excluding from operating results to evaluate comparable periods;
- 1 -

  • Management believes the adjustment 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 was recognized is useful in computing non-GAAP net income for the same reasons discussed below relating to the use of non-GAAP operating revenue; and
  • Mark-to-market adjustments represent non-cash credits or charges related to our convertible debt embedded option and our interest rate floor options, adjusted to reflect straight-line amortization of the original cash expense to purchase the interest rate floors options.

Management recognizes that its use of non-GAAP net income, as with any non-GAAP financial measure, has various limitations, including the fact that the adjusted item may be a normally recurring expense for the company or may involve the actual use of cash. Nonetheless, management believes that this non-GAAP net income measure provides additional insight for investors into the operating results and business trends of the company. A reconciliation of net income to non-GAAP net income is included in the schedules to the press release filed with this report.

Management also uses non-GAAP earnings per share, which is calculated as non-GAAP net income on a fully diluted per share basis. Management uses non-GAAP earnings per share for the same reasons that it uses non-GAAP net income and believes that non-GAAP earnings per share may be useful to investors for the same purposes as non-GAAP net income. The compensation committee has used non-GAAP earnings per share in evaluating the performance of management and in determining executive bonuses. A reconciliation of non-GAAP earnings per share to GAAP earnings per share is included in schedules to the press release filed with this report.

Management also uses non-GAAP adjusted EBITDA as a non-GAAP performance measure. Management regularly reviews non-GAAP adjusted EBITDA as it assesses its current and prospective operating results, and for assessing anticipated operating results for acquired businesses. Management uses non-GAAP adjusted EBITDA (i) in its strategic planning for the company and its business segments and (ii) in evaluating the results of operations of the company. The compensation committee has used non-GAAP adjusted EBITDA in evaluating the performance of management and in determining executive bonuses. Management believes non-GAAP adjusted EBITDA is useful to management and may be useful to investors in evaluating the results of operations when comparing financial results for comparable periods for the following reasons:

  • Certain of the adjusted items can fluctuate significantly from period-to-period due in part to the timing of completion of major acquisitions, the timing of major refinancings (whether or not related to those acquisitions) and similar events. Management believes the adjustments to net income to account for these types of significant corporate arrangements may be useful to investors in comparing the results of operations of the company without the effect of certain aspects of those corporate arrangements;
  • Certain of the adjusted items represent non-cash charges to net income, which investors may find useful in excluding from operating results to evaluate comparable periods; and
  • Management believes the adjustment 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 was recognized is useful in computing non-GAAP adjusted EBITDA for the same reasons discussed below relating to the use of non-GAAP operating revenue.
- 2 -

Management recognizes that its use of non-GAAP adjusted EBITDA, as with any non-GAAP financial measure, has various limitations, including the fact that the adjusted items may be a normally recurring expense or may involve the actual use of cash. Nonetheless, management believes that this non-GAAP adjusted EBITDA measure provides additional insight for investors into the operating results and business trends of the company. A reconciliation of net income to non-GAAP adjusted EBITDA is included in a schedule to the press release filed with this report.

Management also uses non-GAAP operating revenue as a non-GAAP performance measure. Management calculates non-GAAP operating revenue as operating revenue before reimbursed direct costs 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 the deferred revenue is recognized. Management uses non-GAAP operating revenue (i) in its strategic planning for the company and its business segments and (ii) in evaluating the results of operations of the company. The compensation committee has used non-GAAP operating revenue in evaluating the performance of management and in determining executive bonuses. Management believes non-GAAP operating revenue is useful to management and may be useful to investors in evaluating the results of operations when comparing financial results for comparable periods for the following reasons:

  • Operating revenue from reimbursed direct costs represents a pass-through of direct expenses. As a result, increases or decreases in operating revenue from reimbursed direct have little or no effect on our net income.
  • Management believes the use of non-GAAP operating revenue enhances the comparability of periods affected by the accounting for revenue under SOP 97-2 with respect to a specific 36 month Chapter 7 bankruptcy arrangement spanning October 2003 - September 2006. Throughout the 36 month fixed term of this arrangement the company provided services to clients and received ordinary course cash payments each month. Based on the structure of this arrangement, however, SOP 97-2 required the deferral of substantially all revenue from this arrangement to the final two quarterly periods. On an annual basis, $59.7 million of revenue was deferred through December 31, 2005 and was subsequently recognized during 2006. Although revenue from the arrangement was deferred under GAAP, the related costs were not deferred but rather recognized as incurred. This deferral of revenue, while required by GAAP, makes it difficult for management and investors to assess the comparability of financial results for periods affected by the initial deferral and subsequent recognition of revenue from this arrangement. In the comparison of 2007 financial results to the comparable period 2006 financial results by management, the 2006 results were adjusted, as applicable, 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 was recognized. Similarly, the compensation committee excluded the recognition of previously deferred revenue in 2006 in determining whether management had satisfied financial objectives underlying executive incentive compensation arrangements in place for 2006. Revenue for arrangements in periods prior to October 2003 and for the current arrangement, which began October 1, 2006, is recognized in the period the services are provided.

Management recognizes that its use of non-GAAP operating revenue, as with any non-GAAP financial measure, has various limitations. Nonetheless, management believes that this non-GAAP operating revenue measure provides additional insight for investors into the operating results and business trends of the company. A reconciliation of operating revenue to non-GAAP operating revenue is included in the schedules to the press release filed with this report.

- 3 -

The information in Item 2.02 of this report and in the exhibit attached hereto is not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit is not incorporated by reference into any filing with the SEC made by the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

- 4 -

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed as part of this report:

Exhibit No.

 

Description

 

99.1

Epiq Systems, Inc. Press Release issued February 19, 2008, reporting quarter and year ended December 31, 2007 financial results.

- 5 -

SIGNATURES

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

EPIQ SYSTEMS, INC.

 

Date:

February 19, 2008

 

 

 

By:

/s/ Tom W. Olofson

Name:

Tom W. Olofson

Title:

Chairman of the Board

and Chief Executive Officer

-6-

EX-99.1 2 a5614148ex991.htm EXHIBIT 99.1

Exhibit 99.1

Epiq Systems, Inc. Announces Fourth Quarter and Full Year 2007 Results Led By 56% Annual Revenue Growth for Electronic Discovery

KANSAS CITY, Kan.--(BUSINESS WIRE)--Epiq Systems, Inc. (NASDAQ: EPIQ) today announced results of operations for the fourth quarter and full year of 2007 with fourth quarter operating revenue (total revenue less operating revenue from reimbursed direct costs) of $39.2 million compared to $38.7 million for the same period last year. 2007 operating revenue was $151.6 million compared to $199.7 million for the prior year. 2006 revenue reflects the recognition of $59.7 million of revenue which had been previously deferred from prior periods in which the related services had been provided. An expanded discussion of operating revenue is provided below.

Net income for the fourth quarter of 2007 was $2.6 million or $0.07 per share compared to a net loss of $2.1 million or ($0.07) per share for the year ago quarter. 2007 net income was $6.9 million, or $0.21 per share compared to $35.1 million or $1.05 per share for the prior year. 2006 net income reflects recognition of $59.7 million of revenue which had been previously deferred from prior periods in which the related services had been provided. These items are included as adjustments for the non-GAAP financial measures provided below.


Fourth quarter 2007 net cash provided by operating activities was $12.8 million compared to $10.9 million for the year ago quarter. 2007 net cash provided by operations was $36.2 million compared to $34.4 million for the prior year. A condensed consolidated cash flow statement is provided below.

Epiq Systems’ management also evaluates the following non-GAAP financial measures: (i) non-GAAP operating revenue (operating revenue before reimbursed direct costs adjusted to include deferred revenue accounted for under SOP 97-2, “Software Revenue Recognition,” in the period in which the services were provided and to exclude the revenue in the later period in which the deferred revenue is recognized), (ii) non-GAAP adjusted EBITDA (net income before interest/ financing, taxes, depreciation, amortization, share-based compensation, non-cash mark-to-market adjustments 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 (iii) non-GAAP net income (net income before amortization of acquisition related intangibles, share-based compensation, non-cash mark-to-market adjustments, acquisition-related expenses, the effect of tax adjustments which are outside of our anticipated effective tax rate, capitalized loan fee amortization, and adjustments 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 financial measures are provided below.

Non-GAAP operating revenue for the fourth quarter of 2007 was $39.2 million compared to $38.7 million for the same period last year. 2007 non-GAAP operating revenue was $151.6 million compared to $140.0 million for the prior year. 2006 non-GAAP operating revenue excludes $59.7 million of revenue that was earned in previous periods but recognized during the year-to-date period.

Fourth quarter 2007 non-GAAP adjusted EBITDA of $12.4 million increased 40% compared to $8.9 million for the year ago quarter. 2007 non-GAAP adjusted EBITDA of $49.5 million increased 27% compared to $38.9 million for the prior year.

Non-GAAP net income for the fourth quarter of 2007 increased 80% to $5.1 million or $0.14 per share, compared to $2.8 million or $0.10 per share for the year ago quarter. 2007 non-GAAP net income increased 58% to $17.3 million or $0.50 per share, compared to $10.9 million or $0.35 per share for the prior year.

Operating revenue for Electronic Discovery for the fourth quarter of 2007 increased 64% to $13.7 million compared to the year ago quarter. 2007 operating revenue was $49.1 million, a 56% increase compared to $31.4 million for the prior year. New client engagements combined with increased work for existing clients and expansion of the international business contributed to the increase in operating revenue compared to the prior year. Non-GAAP adjusted EBITDA for Electronic Discovery was $6.6 million, a 104% increase compared to $3.2 million in the year ago quarter. 2007 non-GAAP adjusted EBITDA was $24.4 million, a 68% increase compared to $14.5 million in the prior year.

Non-GAAP operating revenue for the Bankruptcy Trustee business for the fourth quarter of 2007 was $7.8 million, compared to $8.8 million for the year ago quarter. 2007 non-GAAP operating revenue was $32.9 million, compared to $34.6 million in the prior year. Changes in revenue are related to ordinary fluctuations in total bankruptcy deposits and caseloads across all clients. Non-GAAP adjusted EBITDA for the Bankruptcy Trustee business for the fourth quarter of 2007 was $5.1 million compared to $6.1 million for the year ago quarter. 2007 non-GAAP adjusted EBITDA was $22.1 million, compared to $23.6 million in the prior year.


Operating revenue for Settlements & Claims (which includes Chapter 11 bankruptcy, class action and related businesses) for the fourth quarter of 2007 was $17.6 million compared to $21.5 million in the year ago quarter. 2007 operating revenue was $69.7 million compared to $74.1 million in the prior year. Non-GAAP adjusted EBITDA for Settlements & Claims was $4.7 million for the fourth quarter of 2007 compared to $4.2 million for the year ago quarter. 2007 non-GAAP adjusted EBITDA increased 28% to $21.8 million, compared to $17.1 million in the prior year.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson, president and COO of Epiq Systems stated, “We were very pleased to achieve our operating objectives for the year, highlighted by significant growth for electronic discovery. The company is now clearly established as a top tier competitor in this important market. 2008 has started on a positive note with strategic advances for our electronic discovery business, record results for international engagements and important new retentions in electronic discovery, class action and bankruptcy.”

Recent key events include:

  • A major software release of DocuMatrix™, our eDiscovery software, which offers foreign language-enabled support for 60+ languages including Arabic, Chinese, German, Hebrew, Japanese and Russian.
  • 46% growth in the number of U.S. electronic discovery client relationships since the end of 2006.
  • Effective February 4, 2008, the company certified to the U.S. Department of Commerce that its privacy policy meets the Safe Harbor framework that provides automatic approval to receive private data from European Union-based organizations. This certification strengthens the company’s ability to serve a growing base of multinational clients.
  • On February 1, Epiq Systems expanded the service capabilities of its London office to include scanning and document coding capabilities which continue to play a key role in non-U.S. engagements.
  • Completed a registered direct offering for 5,000,000 shares of common stock issued pursuant to our effective shelf registration statement. Net proceeds from this offering of approximately $78.5 million were used to pay in full the company’s revolving credit facility.
  • On February 8, the shareholders approved an amendment to the Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000.
  • Total bankruptcy filings have increased each quarter for each of the past six quarters.
  • The Federal Reserve reported that both corporate debt and consumer credit increased compared to the prior year, reaching $6.2 trillion and $2.5 trillion, respectively, as of September 30, 2007.

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 888-459-5609 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 March 31, 2008 beginning approximately two hours after the call ends. To access the replay, call 800-642-1687 and enter pin #34601720.

Company Description

Epiq Systems is a leading provider of integrated technology solutions for the legal profession. Our solutions streamline the administration of bankruptcy, litigation, financial transactions and regulatory compliance matters. We offer innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement. Our clients include leading law firms, corporate legal departments, bankruptcy trustees and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. 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) any material changes in our total number of client engagements and the volume associated with each engagement, (2) any material changes in our client’s deposit portfolio or the services required or selected by our clients in engagements, (3) material changes in the number of bankruptcy filings, class action filings or mass tort actions each year, (4) risks associated with handling of confidential data and compliance with information privacy laws, (5) changes in pricing structures and arrangements, (6) risks associated with the integration of acquisitions into our existing business operations, (7) risks associated with our indebtedness, (8) 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, and (9) 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.


EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

   
Three months ended Twelve months ended
December 31, December 31,
2007   2006 2007   2006
 
REVENUE:
Case management services $ 25,542 $ 22,471 $ 96,612 $ 76,534
Case management bundled products and services 6,285 7,204 26,424 87,716
Document management services 7,359   8,977   28,601   35,472  
Operating revenue before reimbursed direct costs 39,186 38,652 151,637 199,722
Operating revenue from reimbursed direct costs 5,046   7,772   22,776   24,448  
Total Revenue 44,232   46,424   174,413   224,170  
 
OPERATING EXPENSES:
Direct costs of services 11,369 14,919 41,470 48,345
Direct costs of services - bundled 917 944 3,700 3,921
Reimbursed direct costs 4,993 7,731 22,618 24,583
General and administrative 18,162 17,603 62,546 54,071
Depreciation and software and leasehold amortization 3,696 2,688 12,766 10,113
Amortization of identifiable intangible assets 2,303 2,957 9,531 11,629
Other operating (income) expense (1,659 ) 33   (1,094 ) 283  
Total Operating Expenses 39,781   46,875   151,537   152,945  
 
INCOME (LOSS) FROM OPERATIONS 4,451   (451 ) 22,876   71,225  
 
INTEREST EXPENSE (INCOME):
Interest income (49 ) (97 ) (92 ) (208 )
Interest expense 1,358   4,253   11,973   13,468  
Net Interest Expense 1,309   4,156   11,881   13,260  
 
INCOME (LOSS) BEFORE INCOME TAXES 3,142 (4,607 ) 10,995 57,965
 
PROVISION (BENEFIT) FOR INCOME TAXES 581   (2,514 ) 4,066   22,834  
 
NET INCOME (LOSS) $ 2,561   $ (2,093 ) $ 6,929   $ 35,131  
 
NET INCOME (LOSS) PER SHARE INFORMATION:
Net income (loss) per share – Diluted $ 0.07   $ (0.07 ) $ 0.21   $ 1.05  
 
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING – DILUTED 39,052   29,216   32,564   34,573  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

   
December 31, December 31,
2007 2006
ASSETS
ASSETS:
Cash and cash equivalents $ 13,415 $ 5,274
Trade accounts receivable, net 33,925 33,066
Property and equipment, net 32,403 23,153
Goodwill 260,684 260,609
Other intangibles, net 34,310 43,840
Other 18,057 16,278
 
Total Assets $ 392,794 $ 382,220
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Accounts payable $ 7,401 $ 7,930
Indebtedness 61,592 154,361
Other liabilities 40,119 35,750
STOCKHOLDERS’ EQUITY 283,682 184,179
 
Total Liabilities and Stockholders’ Equity $ 392,794 $ 382,220

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

   
Three months ended Twelve months ended
December 31, December 31,
2007   2006 2007   2006
 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 2,561 $ (2,093 ) $ 6,929 $ 35,131
Non-cash adjustments to net income:
Depreciation and amortization 5,999 5,646 22,297 21,742
Other, net 1,256 2,413 4,853 27,083
Changes in operating assets and liabilities, net 2,960   4,895   2,133   (49,520 )
Net cash provided by operating activities 12,776   10,861   36,212   34,436  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for business combinations, net - - - (3,586 )
Other (3,932 ) (2,563 ) (19,279 ) (11,065 )
Net cash used in investing activities (3,932 ) (2,563 ) (19,279 ) (14,651 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on indebtedness (77,540 ) (7,013 ) (97,374 ) (30,656 )
Net proceeds from issuance of stock 79,268 27 87,999 2,629
Other (11 ) (64 ) 583   (47 )
Net cash provided by (used in) financing activities 1,717   (7,050 ) (8,792 ) (28,074 )
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
$ 10,561   $ 1,248   $ 8,141   $ (8,289 )

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF OPERATING REVENUE TO

NON-GAAP OPERATING REVENUE

(In thousands)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
OPERATING REVENUE BEFORE REIMBURSED DIRECT COSTS
$ 39,186 $ 38,652 $ 151,637 $ 199,722
 
Less:
Deferred revenue (SOP 97-2) - - - (59,674 )
 
NON-GAAP OPERATING REVENUE $ 39,186 $ 38,652 $ 151,637 $ 140,048  
 

Note: The adjustment reverses the effect of deferred revenue related to a specific 36 month Chapter 7 bankruptcy arrangement spanning October 2003 - September 2006. Throughout the 36 month fixed term of the arrangement the company provided services to clients and received ordinary course cash payments each month. However, based on the structure of this arrangement, SOP 97-2 required the deferral of substantially all revenue from the arrangement to the final two quarterly periods. A deferral of $66.1 million of revenue was reported through the first quarter of 2006, of which $60.1 million was recognized in the second quarter of 2006 and $6.0 million was recognized in the third quarter of 2006. Although revenue from the arrangement was deferred, under generally accepted accounting principles the related costs were not deferred but rather recognized as incurred. Revenue for arrangements in periods prior to October 2003 and for the current arrangement, which began October 1, 2006, are recognized in the period the services are provided.


EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF BANKRUPTCY TRUSTEE OPERATING REVENUE TO BANKRUPTCY TRUSTEE NON-GAAP OPERATING REVENUE

(In thousands)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
OPERATING REVENUE BEFORE REIMBURSED DIRECT COSTS
$ 7,838 $ 8,781 $ 32,851 $ 94,241
 
Less:
Deferred revenue (SOP 97-2) - - - (59,674 )
 
NON-GAAP OPERATING REVENUE $ 7,838 $ 8,781 $ 32,851 $ 34,567  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO

NON-GAAP ADJUSTED EBITDA

(In thousands)

(Unaudited)

       
Three months ended Twelve months ended
December 31, December 31, December 31, December 31,
2007 2006 2007 2006
 
NET INCOME (LOSS) $ 2,561 $ (2,093 ) $ 6,929 $ 35,131
 
Deferred revenue (SOP 97-2) - - - (59,674 )
Acquisition related expense - 33 - 283
Depreciation and amortization 5,999 5,645 22,297 21,742
Share-based compensation 3,793 3,689 5,602 5,359
Expenses related to financing, net 1,309 4,156 11,881 13,260
Mark-to-market adjustments (1,794 ) - (1,273 ) -
Provision for income taxes 581   (2,514 ) 4,066   22,834  
9,888   11,009   42,573   3,804  
 
NON-GAAP ADJUSTED EBITDA $ 12,449   $ 8,916   $ 49,502   $ 38,935  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF SEGMENT PERFORMANCE MEASURE TO

BANKRUPTCY TRUSTEE NON-GAAP ADJUSTED EBITDA

(In thousands)

(Unaudited)

       
Three months ended Twelve months ended
December 31, December 31, December 31, December 31,
2007 2006 2007 2006
 
SEGMENT PERFORMANCE MEASURE $ 5,080 $ 6,141 $ 22,093 $ 83,276
 
Deferred revenue (SOP 97-2) - - - (59,674 )
 
NON-GAAP ADJUSTED EBITDA $ 5,080 $ 6,141 $ 22,093 $ 23,602  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO

NON-GAAP NET INCOME

(In thousands)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
 
NET INCOME $ 2,561 $ (2,093 ) $ 6,929 $ 35,131
 
Plus (net of tax):
Deferred revenue (SOP 97-2) - - - (36,103 )
Amortization of acquisition intangibles 1,393 1,789 5,766 7,036
Share-based compensation 2,251 2,215 3,420 3,306
Acquisition related expense - 20 - 171
Effective tax rate 154 - 286 -
Loan fee amortization 80 224 615 888
Mark-to-market adjustments (1,329 ) 678   312 511  
2,549   4,926   10,399 (24,191 )
 
NON-GAAP NET INCOME $ 5,110   $ 2,833   $ 17,328 $ 10,940  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF EPS TO

NON-GAAP EPS

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
 
EPS (on a diluted basis) $ 0.07 $ (0.07 ) $ 0.21 $ 1.05
 
Plus (net of tax):
Deferred revenue (SOP 97-2) - - - (1.04 )
Amortization of acquisition intangibles 0.04 0.06 0.16 0.20
Share-based compensation 0.06 0.08 0.09 0.10
Acquisition related expense - - - -
Effective tax rate 0.01 - 0.01 -
Loan fee amortization - 0.01 0.02 0.03
Mark-to-market adjustments (0.04 ) 0.02   0.01 0.01  
0.07   0.17   0.29 (0.70 )
 
NON-GAAP EPS (on a diluted basis) $ 0.14   $ 0.10   $ 0.50 $ 0.35  
 
Weighted Average Common Shares Outstanding - Diluted
39,052   29,216   36,850 34,573  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

NON-GAAP REVENUE

(In thousands)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
 
Electronic Discovery $ 13,723 $ 8,353 $ 49,062 $ 31,399
Bankruptcy Trustee 7,838 8,781 32,851 34,567
Settlements & Claims 17,625 21,518 69,724 74,082
 
NON-GAAP OPERATING REVENUE BEFORE REIMBURSED DIRECT COSTS
$ 39,186 $ 38,652 $ 151,637 $ 140,048

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

NON-GAAP ADJUSTED EBITDA

(In thousands)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007 2006 2007 2006
 
Electronic Discovery $ 6,594 $ 3,240 $ 24,369 $ 14,511
Bankruptcy Trustee 5,080 6,141 22,093 23,602
Settlements & Claims 4,710 4,229 21,837 17,121
Unallocated (3,935 ) (4,694 ) (18,797 ) (16,299 )
 
TOTAL NON-GAAP ADJUSTED EBITDA $ 12,449   $ 8,916   $ 49,502   $ 38,935  

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

EPS CALCULATION

(In thousands, except per share data)

(Unaudited)

     
Three months ended Twelve months ended
December 31,   December 31, December 31, December 31,
2007

2006 a

2007 a

2006
 
 
NET INCOME (LOSS) $ 2,561 $ (2,093) $ 6,929 $ 35,131
Interest expense adjustment for convertible debt 305 - - 1,209
 
ADJUSTED FOR DILUTED CALCULATION $ 2,866 $ (2,093) $ 6,929 $ 36,340
 
DILUTED WEIGHTED AVERAGE SHARES 32,364 29,216 30,424 29,099
Adjustment to reflect stock options 2,402 - 2,140 1,188
Adjustment to reflect convertible debt shares 4,286 - - 4,286
 
ADJUSTED FOR DILUTED CALCULATION 39,052 29,216 32,564 34,573
 
NET INCOME (LOSS) PER SHARE - DILUTED $ 0.07 $ (0.07) $ 0.21 $ 1.05
 

a Convertible debt is antidilutive and therefore excluded from EPS calculation.

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

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