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

Date of Report (Date of earliest event reported): August 9, 2016

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Missouri	001-36633	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, including zip code)

(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 (see General Instruction A.2. below):

¨ 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 August 9, 2016, Epiq Systems, Inc. (“Epiq Systems”) issued a press release announcing its financial results for the three and six months ended June 30, 2016. The full text of the press release (including financial tables) as well as the investor presentation with respect to Epiq Systems’ financial results for the three and six months ended June 30, 2016 for use in connection with an earnings conference call are being furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The press release and the investor presentation include the following non-GAAP financial measures: (i) adjusted net income (net income adjusted for amortization of acquisition intangibles, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, one-time technology expense, loan fee amortization, litigation (recovery) expense, timing of recognition of expense, reorganization expense, (gain) loss on disposition of assets, strategic review expense, and the effect of tax adjustments that are outside of Epiq Systems’ anticipated effective tax rate, all net of tax), (ii) adjusted net income per share, calculated as adjusted net income on a fully diluted per share basis, and (iii) adjusted EBITDA (net income adjusted for depreciation and amortization, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, one-time technology expense, net expense related to financing, litigation (recovery) expense, timing of recognition of expense, reorganization expense, (gain) loss on disposition of assets, strategic review expense, and income tax expense (benefit)). Income taxes typically represent a complex element of a company’s income statement and effective tax rates can vary widely between different periods. Epiq Systems uses an approximate statutory tax rate of 40% to reflect income tax effects in the presentation of its adjusted net income and adjusted net income per share. Utilization of an approximate statutory tax rate for presentation of the non-GAAP measures is done to allow a consistent basis for investors to understand financial performance of the company across historical periods.

These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations and to allow a comparison with other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. These non-GAAP financial measures are reconciled in the press release and the investor presentation slides to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, such comparable financial measures.

Management of Epiq Systems uses these non-GAAP financial measures, together with GAAP results, as it assesses current and prospective operating results. The compensation committee has used non-GAAP financial measures in evaluating the performance of management and in determining executive bonuses. Management of Epiq Systems believes these non-GAAP measures may be useful to investors by comparing the results of operations of Epiq Systems without the effect of these items. Certain items are excluded from these non-GAAP financial measures to provide additional comparability measures from period to period. These non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies.

The information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any registration statement or other filing with the Securities and Exchange Commission made by Epiq Systems under the Securities Act of 1933, as amended, or the Exchange Act, whether filed before or after the date hereof, except as otherwise expressly stated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit 99.1.	Epiq Systems, Inc. Press Release issued August 9, 2016, reporting Epiq Systems, Inc.’s financial results for the three and six months ended June 30, 2016.
Exhibit 99.2.	Investor presentation with respect to Epiq Systems, Inc.’s financial results for the three and six months ended June 30, 2016 for use on the earnings conference call on August 9, 2016.

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: August 9, 2016
	By:	/s/ Tom W. Olofson
	Name:	Tom W. Olofson
	Title:	Chairman of the Board, Chief Executive Officer and Director

EX-99.1

Exhibit 99.1

Press Release

Epiq Reports Second Quarter 2016 Results, Reaffirms 2016 Outlook

Conference Call Today at 4:30 pm ET

Kansas City, Kan. (August 9, 2016) — Epiq Systems, Inc. (“Epiq”) (NASDAQ: EPIQ), a leading global provider of integrated technology and services for the legal profession, today announced results for its second quarter ended June 30, 2016. Epiq will hold an investor conference call today at 4:30 pm ET (information below).

Summary Results (Unaudited)

	Three months ended June 30,
(In millions, except per share data)	2016			2015
Segment Operating Revenue
Technology	$	96.0		$	93.2
Bankruptcy & Settlement Administration	$	34.6		$	37.4
Total Operating Revenue	$	130.6		$	130.6
Net Loss	($	5.6	)	($	3.2	)
Net Loss Per Diluted Share	($	0.15	)	($	0.09	)
Diluted Weighted Average Shares		37.4			36.5
Adjusted EBITDA(1)	$	28.4		$	24.7
Adjusted Net Income(1)	$	8.0		$	6.7
Adjusted Earnings Per Diluted Share(1)	$	0.21		$	0.18
Adjusted Diluted Shares(1)		37.8			37.1
Net Cash provided by Operating Activities	$	13.2		$	24.1

(1) Adjusted EBITDA, adjusted net income and adjusted earnings per diluted share are all non-GAAP financial measures. See the accompanying tables herein for information regarding these measures and reconciliation to the most directly comparable GAAP measure.

Second Quarter 2016 Financial Overview

Quarterly consolidated operating revenue was $130.6 million in the second quarter of 2016, which was unchanged compared to the second quarter of 2015. The second quarter of 2016 was highlighted by record operating revenue in the Technology segment. Quarterly net income decreased by $2.4 million to a net loss of $5.6 million compared to a net loss of $3.2 million in the prior year quarter. The quarterly net loss reflects provisions for income taxes of $6.3 million, interest expense of $5.5 million and $4.5 million related to Epiq’s review of strategic and financial alternatives. Epiq’s board of directors concluded the review of strategic and financial alternatives on July 27, 2016 with the announcement that Epiq will be acquired for $16.50 per share by OMERS Private Equity and Harvest Partners.

Quarterly consolidated adjusted EBITDA rose 15% to $28.4 million and adjusted earnings per diluted share increased 16% to $0.21 compared to the prior year quarter. The increases reflect Technology segment operating revenue growth of $2.8 million, or 3%, compared to the prior year quarter, which was partially offset by a decline of $2.8 million, or 8%, in Bankruptcy & Settlement Administration operating revenue. The increase in Technology segment operating revenue was driven by increases in electronically stored information (“ESI”) in North America, primarily as the result of the impact of Epiq’s acquisition of Iris Data Services in April 2015, and an increase in operating revenue from ESI solutions in Europe and Asia, which were partially offset by a decrease in global document review operating revenue. Operating revenue generated from ESI generates higher margins compared to operating revenue from global document review services.

Second quarter 2016 capital expenditures of $7.7 million, including property and equipment and software development, was unchanged compared to the prior year quarter. Quarterly net cash from operating activities of $13.2 million declined by $10.9 million compared to the prior year quarter reflecting higher accounts receivables resulting from increased revenue in prior quarters and the timing of revenue and collections. Certain annual incentive awards related to restricted stock were granted by the compensation committee of the board of directors in early 2016 to executive officers and certain senior management employees, which were recognized as a cash expense. The issuance of restricted stock to the grant recipients for these awards, which was contingent upon the approval by the company’s shareholders of the company’s amended and restated 2004 equity incentive plan at the 2016 Annual Shareholder Meeting on July 28, 2016, was effectuated after the shareholder meeting following the requisite approval.

Recent Company Highlights

• Recognized as Innovative Managed Services Provider in 2016 Innovation Awards by ALM

• Achieved kCura Orange-level Best in Service certification as a Relativity^® provider

• Expansion of its Relativity^® service offering in the People’s Republic of China, supported by a ISO27001-compliant data center in Shanghai with portable, on-site deployment capability for matters requiring additional security

• The release of a new “DMX dashboard” for Documatrix^®, offering unprecedented business intelligence and data transparency to the global legal profession

• Appointed three new directors to the Board with support of second largest shareholder

• Declared dividend of $0.09 per share and paid on July 5, 2016 to shareholders of record at the close of business on May 23, 2016

“We are pleased to report another solid quarter of financial results in the second quarter of 2016. The positive outcomes we saw again in the second quarter are some of the successful payoffs to our domestic and international investments of the last few years, as well as the strategic and operational initiatives that we implemented in the last 12 months,” said Tom W. Olofson, chairman and chief executive officer.

Olofson continued, “Additionally, we look forward to concluding our recently announced transaction with OMERS Private Equity and Harvest Partners, two experienced and world-class investors with an extensive understanding of the legal technology solutions and services industry, and combining with DTI, which will maximize value for our shareholders and help us achieve our vision of becoming the world’s preferred strategic partner for complex legal matters.”

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Segment Review

Technology Segment (eDiscovery)

	Three months ended June 30,
(In millions)(Unaudited)	2016			2015
Operating Revenue	$	96.0		$	93.2
Adjusted EBITDA(1)(2)	$	29.2		$	24.0
Segment Operating Revenue Mix By Service Type
Electronically Stored Information (ESI)		65	%		57	%
Document Review		35	%		43	%
Segment Operating Revenue Mix By Region
North America	$	71.6		$	74.1
Europe and Asia	$	24.4		$	19.1

(1) Adjusted EBITDA is a non-GAAP financial measure. See the accompanying table herein for information regarding this measure and reconciliation to the most directly comparable GAAP measure on a consolidated basis.

(2) Segment adjusted EBITDA excludes unallocated corporate adjusted EBITDA for the three months ended June 30, 2016 and 2015, respectively.

Epiq’s Technology segment provides integrated technology solutions for electronic discovery (eDiscovery), including ESI, document review and eDiscovery managed services. Second quarter 2016 Technology segment operating revenue grew 3% compared to the prior year period. The increase reflects the impact of the Iris Data Services acquisition in April 2015 and increased operating revenue from Epiq’s eDiscovery operations in Europe and Asia, which were partially offset by a decrease in global document revenue caused by lower document review billable hours. Quarterly operating revenue from Epiq’s international eDiscovery operations increased 31% on a year-over-year basis mostly from new clients and retentions in Europe and Asia. International eDiscovery comprised 25% of Technology segment revenue compared to 20% in the prior year quarter.

Segment adjusted EBITDA grew 22% versus the prior year period reflecting an operating revenue mix shift to higher margin ESI in domestic and international operations relative to document review.

Bankruptcy and Settlement Administration (“B&SA”) Segment

	Three months ended June 30,
(In millions)(Unaudited)	2016		2015
Operating Revenue	$	34.6	$	37.4
Adjusted EBITDA(1)(2)	$	10.0	$	9.5

(1) Adjusted EBITDA is a non-GAAP financial measure. See the accompanying table herein for information regarding this measure and reconciliation to the most directly comparable GAAP measure on a consolidated basis.

(2) Segment adjusted EBITDA excludes unallocated corporate adjusted EBITDA for the three months ended June 30, 2016 and 2015, respectively.

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Second quarter 2016 Bankruptcy and Settlement Administration segment operating revenue declined $2.8 million compared to the second quarter of 2016. This decrease was primarily due to an operating revenue decrease of $1.8 million from bankruptcy-related services caused by lower levels of active matters in corporate restructuring, chapter 7 and AACER^® solutions, and a decrease of $1.0 million in revenue from settlement administration solutions, primarily related to a decrease in legal noticing services. Quarterly segment adjusted EBITDA was slightly higher on a year over year basis reflecting a smaller contribution to segment results from the lower margin Settlement Administration business.

2016 Financial Outlook

Based on current expectations, Epiq maintains its initial 2016 financial outlook and estimates operating revenue for 2016 between $520 million and $540 million, adjusted EBITDA between $112 million and $118 million, and adjusted earnings per share between $0.87 and $0.90. This guidance includes a number of assumptions based on current facts and expectations, which are subject to change.

The financial tables accompanying this press release do not include a reconciliation of Epiq’s 2016 estimated adjusted EBITDA or adjusted net income (used to calculate adjusted earnings per share) to an estimate of GAAP net income. It is difficult to predict and estimate future nonrecurring operating charges incurred in connection with the completion of activities related to our strategic and financial review process and impairment charges related to goodwill and acquired intangible assets, as these items are dependent on future events that are uncertain. Accordingly, a reconciliation of our non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.

INVESTOR CONFERENCE CALL INFORMATION

Management will host an investor conference call today at 4:30 p.m. ET (3:30 p.m. CT).

Call Dial in:	(877) 303-6311 or (631) 813-4730
Webcast URL:	http://www.epiqsystems.com/investors/corporate-overview/
Audio replay:	(855) 859-2056, ID# 53304224, available through August 16, 2016

About Epiq Systems

Epiq (NASDAQ: EPIQ) is a leading global provider of professional services and integrated technology for the legal profession. Our innovative solutions are designed to streamline the administration of litigation, investigations, financial transactions and regulatory compliance, corporate restructuring and bankruptcies, class action and mass tort proceedings, federal regulatory actions and data breach responses. Epiq’s subject-matter experts bring clarity to complexity, create efficiency through expertise and deliver confidence to our clients around the world. For more information, visit us at www.epiqsystems.com.

Use of Non-GAAP Financial Measures

This press release includes the following non-GAAP financial measures: (i) adjusted net income (net income (loss) adjusted for amortization of acquisition intangibles, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, loan fee amortization and write off, litigation (recovery) expense, timing of recognition of expense,

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reorganization expense, gain or loss on disposition of assets, strategic and financial review expense, and the effect of tax adjustments that are outside of Epiq Systems’ anticipated effective tax rate, all net of tax), (ii) adjusted earnings per share, calculated as adjusted net income on a fully diluted per share basis, and (iii) adjusted EBITDA (net income (loss) adjusted for depreciation and amortization expense, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, net expense related to financing, litigation (recovery) expense, timing of recognition of expense, reorganization expense, gain or loss on disposition of assets, strategic and financial review expense, and income tax expense (benefit)). Income taxes typically represent a complex element of a company’s income statement and effective tax rates can vary widely between different periods. Epiq Systems uses an approximate statutory tax rate of 40% to reflect income tax effects in the presentation of its adjusted net income and adjusted net income per share. Utilization of an approximate statutory tax rate for presentation of adjusted net income and adjusted net income per share is done to allow a consistent basis for investors to understand financial performance of the company across historical periods.

Management of Epiq Systems uses these non-GAAP financial measures, together with GAAP results, to assess current and prospective operating results. Management of Epiq Systems believes adjusted net income, adjusted earnings per share and adjusted EBITDA may be useful to investors to compare the results of operations of Epiq Systems and trends with those of other companies without the effect of unusual or non-recurring items from period to period. The compensation committee has used adjusted earnings per share and adjusted EBITDA in evaluating the performance of management and in determining executive bonuses. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations and to allow a comparison with other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. Certain items are excluded from these non-GAAP financial measures to provide additional comparability measures from period to period. These non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. These non-GAAP financial measures are reconciled in the accompanying tables to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, such comparable financial measures.

Forward-looking and Cautionary Statements

This press release includes forward-looking statements. These forward-looking statements include, but are not limited to any projection or expectation of earnings, revenue or other financial items; the plans, strategies and objectives of management for future operations; factors that may affect our operating results; new products or services; the demand for our products and services; our ability to consummate acquisitions, successfully integrate them into our operations and achieve expected synergies; future capital expenditures; effects of current or future economic conditions or performance; industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. These forward-looking statements are based on our current expectations. In this press release, we make statements that plan for or anticipate the future. Forward-looking statements may be identified by words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “may,” “estimated,” “goal,” “objective,” “seeks,” and “potential” and variations of these words and similar expressions or negatives of these words. 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. 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) failure to keep pace with technological changes and significant changes in the competitive environment, (2) risks associated with cyber-attacks, interruptions or delays in services at data centers, (3) general economic conditions and the cyclical nature of certain markets; (4) risks of errors or fraud related to our business processes, (5) interruptions or delays in service at data centers we utilize for delivery of our services, (6) undetected errors in, and failure of operation of, software products releases, (7) unavailability of third-party technology, (8) failure of our financial, operating and information systems to operate as intended, (9) our inability to attract, develop and retain executives and other qualified employees, (10) risks associated with the integration of acquisitions into our existing business operations,

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(11) risks associated with our international operations, (12) risks of litigation for infringement of proprietary rights, (13) future government legislation or changes in judicial interpretations, (14) any material non-cash write-downs based on impairment of our goodwill, (15) fluctuations in our quarterly results that could cause fluctuations in the market price of our common stock, (16) volatility of the market price of our common stock, (17) the impact of our current review process of strategic alternatives, (18) the impact of potential proxy contests and related litigation, (19) our failure to pay cash dividends, (20) our inability to raise additional capital to fund our operations because of our level of indebtedness, (21) our inability to maintain compliance with debt covenant ratios, (22) risks associated with indebtedness and interest rate fluctuations, (23) risks associated with provisions of our articles of incorporation that prevent a takeover of Epiq, and (24) other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, there may be other factors not included in our Securities and Exchange Commission filings that may cause actual results to differ materially from any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law.

Investor Contacts

Kelly Bailey Epiq Systems 913-621-9500 kbailey@epiqsystems.com Chris Eddy Catalyst Global 212-924-9800 epiq@catalyst-ir.com

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6

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Revenue:
Operating revenue	$	130,647		$	130,557		$	262,175		$	238,312
Reimbursable expenses		10,097			7,453			25,100		$	18,726
Total revenue		140,744			138,010			287,275			257,038
Operating Expense:
Direct cost of operating revenue (exclusive of depreciation and amortization shown separately below)		64,216			67,901			129,369			118,930
Reimbursable expenses		9,250			7,290			24,158			17,794
Selling, general and administrative expense		47,299			44,773			95,041			83,837
Depreciation and software and leasehold amortization		10,084			9,498			19,618			18,263
Amortization of identifiable intangible assets		3,680			4,810			7,454			7,495
Impairment of goodwill and identifiable intangible assets		—			1,162			—			1,162
Fair value adjustment to contingent consideration		—			(1,201	)		—			(1,201	)
Other operating expense, net		—			2,861			53			2,998
Total operating expense		134,529			137,094			275,693			249,278
Operating income		6,215			916			11,582			7,760
Interest expense (income):
Interest expense		5,458			5,480			10,866			9,709
Interest income		(1	)		(1	)		(34	)		(5	)
Net Interest expense		5,457			5,479			10,832			9,704
Income (loss) before income taxes		758			(4,563	)		750			(1,944	)
Income tax expense (benefit)		6,338			(1,322	)		6,395			(436	)
Net loss	($	5,580	)	($	3,241	)	($	5,645	)	($	1,508	)
Net loss per common share:
Basic	($	0.15	)	($	0.09	)	($	0.15	)	($	0.04	)
Diluted	($	0.15	)	($	0.09	)	($	0.15	)	($	0.04	)
Weighted average common shares outstanding:
Basic		37,432			36,536			37,250			36,409
Diluted		37,432			36,536			37,250			36,409

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EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30,		December 31,
	2016		2015
ASSETS:
Cash and cash equivalents	$	17,296	$	27,620
Trade accounts receivable, net		167,457		140,597
Property and equipment, net		70,329		77,715
Internally developed software, net		17,375		15,971
Goodwill		476,973		477,479
Other intangibles, net		37,489		44,943
Other		35,638		39,572
Total Assets	$	822,557	$	823,897
LIABILITIES:
Current liabilities (excluding debt)	$	64,220	$	72,686
Indebtedness		395,780		383,578
Other non-current liabilities		63,865		59,512
Total equity		298,692		308,121
Total Liabilities and Equity	$	822,557	$	823,897

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EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	June 30,
	2016			2015
Cash Flows From Operating Activities:
Net loss	($	5,645	)	($	1,508	)
Non-cash adjustments to net loss:
Depreciation and amortization		27,072			25,758
Other, net		9,279			11,731
Changes in operating assets and liabilities, net
Trade accounts receivable		(29,394	)		(14,958	)
Other, net		1,561			6,908
Net cash provided by operating activities		2,873			27,931
Cash Flows From Investing Activities:
Property and equipment; and internally developed software		(13,082	)		(16,330	)
Cash paid for business acquisitions, net of cash acquired		0			(123,649	)
Other		459			108
Net cash used in investing activities		(12,623	)		(139,871	)
Cash Flows From Financing Activities:
Net change in indebtedness		11,657			87,643
Common stock repurchases		(4,876	)		(4,017	)
Cash dividends paid		(6,765	)		(6,629	)
Payment of acquisition-related liabilities		—			(29	)
Debt issuance costs		—			(1,644	)
Other, net		47			1,518
Net cash provided by financing activities		63			76,842
Effect of exchange rate changes on cash		(637	)		(212	)
Net decrease in cash and cash equivalents	($	10,324	)	($	35,310	)

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EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET LOSS

TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net Loss	($	5,580	)	($	3,241	)	($	5,645	)	($	1,508	)
Plus:
Depreciation and amortization expense		13,764			14,308			27,072			25,758
Intangible asset impairment expense		—			1,162			—			1,162
Share-based compensation expense		965			5,305			3,481			6,926
Contingent equity award expense(1)		2,984			—			5,930			—
Acquisition and related expense (2)		—			1,710			52			1,915
Expense related to financing, net (3)		5,457			5,383			10,832			9,493
Litigation (recovery) expense, net (4)		8			17			30			(504	)
Timing of recognition of expense (5)		—			—			—			(290	)
Reorganization expense (6)		—			790			—			1,972
(Gain) Loss on disposition of assets		1			(31	)		181			(13	)
Strategic and financial review expense(7)		4,480			632			6,781			1,678
Income tax expense (benefit)		6,338			(1,322	)		6,395			(436	)
		33,997			27,954			60,754			47,661
Adjusted EBITDA	$	28,417		$	24,713		$	55,109		$	46,153

(1) Expense related to restricted stock awards issued to our executive officers and directors and annual incentive that Epiq has historically paid in common stock that were contingent upon shareholder approval of an increase in the number of shares available for issuance under our equity compensation plan. Prior to obtaining shareholder approval, the expense related to these awards is excluded from share-based compensation expense.

(2) Acquisition and related expense includes one-time costs associated with acquisitions.

(3) Expense related to financing is net of interest income.

(4) Litigation expense and recovery related to significant one-time matters.

(5) Adjustment to match timing of expenses to be consistent with timing of GAAP revenue and recoveries for settlement administration matters.

(6) Expenses primarily related to one-time charges for post-employment benefits.

(7) Includes legal and other professional expenses incurred in connection with our strategic and financial review process and expenses related to a legal dispute with a shareholder.

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EPIQ SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET LOSS

TO ADJUSTED NET INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net Loss	($	5,580	)	($	3,241	)	($	5,645	)	($	1,508	)
Plus:
Amortization of acquisition intangibles		3,680			4,810			7,454			7,495
Intangible asset impairment expense		—			1,162			—			1,162
Share-based compensation expense		965			5,305			3,481			6,926
Contingent equity award expense(1)		2,984			—			5,930			—
Acquisition and related expense(2)		—			1,715			52			1,958
Loan fee amortization and write-off		402			1,052			796			1,655
Litigation (recovery) expense, net(3)		8			245			30			(41	)
Timing of recognition of expense(4)		—			—			—			(290	)
Reorganization expense(5)		—			790			—			1,972
(Gain) loss on disposition of assets		1			(31	)		181			(13	)
Strategic and financial review expense(6)		4,480			632			6,781			1,678
Income tax effect of above adjustments(7)		(5,009	)		(6,273	)		(9,883	)		(9,000	)
Effective tax rate adjustment(8)		6,035			503			6,095			341
		13,546			9,910			20,917			13,843
Adjusted Net Income	$	7,966		$	6,669		$	15,272		$	12,335
Adjusted Earnings Per Share - Diluted	$	0.21		$	0.18		$	0.41		$	0.33

(1) Expense related to restricted stock awards issued to our executive officers and directors and annual incentive that Epiq has historically paid in common stock that were contingent upon shareholder approval of an increase in the number of shares available for issuance under our equity compensation plan. Prior to obtaining shareholder approval, the expense related to these awards is excluded from share-based compensation expense.

(2) Acquisition and related expense includes one-time costs associated with acquisitions.

(3) Litigation expense or recovery related to significant one-time matters.

(4) Adjustment to match timing of expenses to be consistent with timing of GAAP revenue and recoveries for settlement administration matters.

(5) Expenses primarily related to one-time charges for post-employment benefits.

(6) Includes legal and other professional expenses incurred in connection with our strategic and financial review process and expenses related to a legal dispute with a shareholder.

(7) The income tax effect is calculated using a tax rate of 40%.

(8) The effective tax rate adjustment reflects a non-GAAP provision for income taxes at a tax rate of 40%.

11

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

OPERATING REVENUE

(Unaudited)

(In thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Technology	$	96,008	$	93,159	$	189,265	$	163,182
Bankruptcy		15,907		17,629		31,375		37,711
Settlement Administration		18,732		19,769		41,535		37,419
Total Bankruptcy and Settlement Administration		34,639		37,398		72,910		75,130
Total Operating Revenue	$	130,647	$	130,557	$	262,175	$	238,312

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

(Unaudited)

(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Technology	$	29,221		$	24,042		$	55,038		$	42,251
Bankruptcy and Settlement Administration		10,019			9,477			21,757			22,181
Unallocated Expenses		(10,823	)		(8,806	)		(21,686	)		(18,279	)
Total Adjusted EBITDA(1)	$	28,417		$	24,713		$	55,109		$	46,153

(1) Adjusted EBITDA excludes expenses related to share-based compensation, contingent equity award expense, acquisition and related expense, non-routine litigation expense or recovery, timing of recognition of expense, gain or loss on disposition of assets, strategic and financial review expense, and one-time reorganization expense.

2) See footnote 1 to the Reconciliation of Net Loss to Adjusted EBITDA for additional information related to contingent equity awards.

12

EPIQ SYSTEMS, INC. AND SUBSIDIARIES

CALCULATION OF NET LOSS PER SHARE AND

DILUTED ADJUSTED EARNINGS PER SHARE

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net Loss	($	5,580	)	($	3,241	)	($	5,645	)	($	1,508	)
Basic Weighted Average Shares		37,432			36,536			37,250			36,409
Adjustment to reflect share-based awards		—			—			—			—
Diluted Weighted Average Shares (1)		37,432			36,536			37,250			36,409
Net Loss Per Share - Diluted	($	0.15	)	($	0.09	)	($	0.15	)	($	0.04	)
Adjusted Net Income	$	7,966		$	6,669		$	15,272		$	12,335
Basic Weighted Average Shares		37,432			36,536			37,250			36,409
Adjustment to reflect share-based awards		340			583			303			607
Diluted Weighted Average Shares		37,772			37,119			37,553			37,016
Adjusted Earnings Per Share - Diluted	$	0.21		$	0.18		$	0.41		$	0.33

(1) Diluted weighted average shares outstanding for the three and six months ended June 30, 2016 and 2015 excludes the dilutive impact of share-based awards due to the GAAP Net Loss reported for the periods.

13

EX-99.2

Exhibit 99.2

epiq Clarity. Efficiency. Confidence. Second Quarter 2016 Earnings Conference Call August 9, 2016 NASDAQ: EPIQ

Forward-Looking Statements & Use of Non-GAAP Measures This presentation includes forward-looking statements. These forward-looking statements include, but are not limited to, any projection or expectation of earnings, revenue or other financial items; the plans, strategies and objectives of management for future operations; factors that may affect our operating results; new products or services; the demand for our products and services; our ability to consummate acquisitions, successfully integrate them into our operations and achieve expected synergies; future capital expenditures; effects of current or future economic conditions or performance; industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. These forward-looking statements are based on our current expectations. In this press release, we make statements that plan for or anticipate the future. Forward-looking statements may be identified by words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “may,” “estimated,” “goal,” “objective,” “seeks,” and “potential” and variations of these words and similar expressions or negatives of these words. 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. 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) failure to keep pace with technological changes and significant changes in the competitive environment, (2) risks associated with cyber-attacks, interruptions or delays in services at data centers, (3) general economic conditions and the cyclical nature of certain markets; (4) risks of errors or fraud related to our business processes, (5) interruptions or delays in service at data centers we utilize for delivery of our services, (6) undetected errors in, and failure of operation of, software products releases, (7) unavailability of third-party technology, (8) failure of our financial, operating and information systems to operate as intended, (9) our inability to attract, develop and retain executives and other qualified employees, (10) risks associated with the integration of acquisitions into our existing business operations, (11) risks associated with our international operations, (12) risks of litigation for infringement of proprietary rights, (13) future government legislation or changes in judicial interpretations, (14) any material non-cash write-downs based on impairment of our goodwill, (15) fluctuations in our quarterly results that could cause fluctuations in the market price of our common stock, (16) volatility of the market price of our common stock, (17) the impact of our current review process of strategic alternatives, (18) the impact of potential proxy contests and related litigation, (19) our failure to pay cash dividends, (20) our inability to raise additional capital to fund our operations because of our level of indebtedness, (21) our inability to maintain compliance with debt covenant ratios, (22) risks associated with indebtedness and interest rate fluctuations, (23) risks associated with provisions of our articles of incorporation that prevent a takeover of Epiq, and (24) other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, there may be other factors not included in our Securities and Exchange Commission filings that may cause actual results to differ materially from any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law. This presentation includes the following non-GAAP financial measures: (i) adjusted net income (net income (loss) adjusted for amortization of acquisition intangibles, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, loan fee amortization and write off, litigation (recovery) expense, timing of recognition of expense, reorganization expense, gain or loss on disposition of assets, strategic and financial review expense and the effect of tax adjustments that are outside of Epiq Systems’ anticipated effective tax rate, all net of tax), (ii) adjusted earnings per share, calculated as adjusted net income on a fully diluted per share basis, and (iii) adjusted EBITDA (net income (loss) adjusted for depreciation and amortization, intangible asset impairment expense, share-based compensation expense, contingent equity award expense, acquisition and related expense, net expense related to financing, litigation (recovery) expense, timing of recognition of expense, reorganization expense, gain or loss on disposition of assets, strategic and financial review expense and income tax expense (benefit)). Income taxes typically represent a complex element of a company’s income statement and effective tax rates can vary widely between different periods. Epiq Systems uses an approximate statutory tax rate of 40% to reflect income tax effects in the presentation of its adjusted net income and adjusted net income per share. Utilization of an approximate statutory tax rate for presentation of adjusted net income and adjusted net income per share measures is done to allow a consistent basis for investors to understand financial performance of the company across historical periods. Management of Epiq Systems uses these non-GAAP financial measures, together with GAAP results, to assess current and prospective operating results, [to make decisions regarding the future direction of the company and to assess anticipated operating results for potential acquisitions. Management of Epiq Systems believes adjusted net income, adjusted earnings per share and adjusted EBITDA may be useful to investors to compare the results of operations of Epiq Systems [and trends] with those of other companies without the effect of unusual or non-recurring items from period to period. The compensation committee has used adjusted earnings per share and adjusted EBITDA in evaluating the performance of management and in determining executive bonuses. . These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations and to allow a comparison with other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. Certain items are excluded from these non-GAAP financial measures to provide additional comparability measures from period to 2 period. These non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. These non-GAAP financial measures are reconciled in the accompanying tables to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition epiq

Selected Second Quarter 2016 Financial Results Three months ended June 30, (In millions, except per share data) 2016 2015 Technology Segment Operating Revenue $96.0 $93.2 Bankruptcy & Settlement Administration Segment $34.6 $37.4 Operating Revenue Total Operating Revenue $130.6 $130.6 Net Loss ($5.6) ($3.2) Net Loss Per Share (Diluted) ($0.15) ($0.09) Diluted Weighted Averages Shares 37.4 36.5 Adjusted EBITDA(1) $28.4 $24.7 Adjusted Net Income(2) $8.0 $6.7 Adjusted Earnings Per Share (EPS) (Diluted)(3) $0.21 $0.18 Adjusted Diluted Shares 37.8 37.1 Net Cash provided by Operating Activities $13.2 $24.1 (1) A non-GAAP measure, refer to page 8 for reconciliation to most directly comparable GAAP measure. (2) A non-GAAP measure, refer to page 9 for reconciliation to most directly comparable GAAP measure. (3) A non-GAAP measure, refer to page 10 for calculation. Q2 2016 Earnings Conference Call 3 epiq

Selected Balance Sheet Information As of As of (In thousands) June 30, 2016 Dec 31, 2015 Cash and Cash Equivalents $17,296 $27,620 Trade Accounts Receivable, Net 167,457 140,597 Property and Equipment, Net 70,329 77,715 Goodwill 476,973 477,479 Other Intangibles, Net 37,489 44,943 Indebtedness (including current portion) 395,780 383,578 Equity 298,692 308,121 Q2 2016 Earnings Conference Call 4 epiq

Cash from Operating Activities Six months ended June 30, (In thousands) 2016 2015 Net Loss ($5,645) ($1,508) Non-cash Adjustments to Net Loss Depreciation and Amortization 27,072 25,758 Other, Net 9,279 11,731 Changes in Operating Assets and Liabilities, Net Trade Accounts Receivable (29,394) (14,958) Other, Net 1,561 6,908 Net Cash Provided by Operating Activities $2,873 $27,931 Q2 2016 Earnings Conference Call 5 epiq

Segment Operating Results Operating Revenue by Segment Q2 2016 Q2 2015 YTD 2016 YTD 2015 27% 29% 28% 32% 73% 71% 72% 68% Technology Bankruptcy & Settlement Administration Bankruptcy & Settlement Technology Administration Operating Adjusted Operating Adjusted (In millions) Revenue EBITDA(1) Revenue EBITDA(1) Q2 2016 $96.0 $29.2 $34.6 $10.0 Q2 2015 $93.2 $24.0 $37.4 $9.5 (1) Total consolidated Adjusted EBITDA was equal to $28.4 million for the three months ended June 30, 2016 and $24.7 million for the three months ended June 30, 2015. The Adjusted EBITDA segment information provided herein excludes ($10.8) million of unallocated corporate Adjusted EBITDA for the three months ended June 30, 2016 and ($8.8) million for the three months ended June 30, 2015. See accompanying tables for details. 6 Q2 2016 Earnings Conference Call epiq

2016 Financial Guidance Guidance estimates for fiscal year 2016. Guidance estimates may be updated in future periods as conditions permit(1). 2016E Operating Revenue $520 - $540 million Adjusted EBITDA(2) $112 - $118 million Adjusted EPS(2) $0.87 - $0.90 (1) This guidance includes a number of assumptions based on current facts and expectations, which are subject to change. (2) The financial tables accompanying this presentation do not include a reconciliation of Epiq’s 2016 estimated adjusted EBITDA or adjusted net income (used to calculate adjusted earnings per share) to an estimate of GAAP net income. It is difficult to predict and estimate future nonrecurring operating charges incurred in connection with the completion of activities related to our strategic and financial review process and impairment charges related to goodwill and acquired intangible assets, as these items are dependent on future events that are uncertain. Accordingly, a reconciliation of our non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort. Q2 2016 Earnings Conference Call 7 epiq

Adjusted EBITDA Reconciliation (In thousands) (Unaudited) Q2 2016 Q2 2015 Net Loss ($5,580) ($3,241) Plus: Depreciation and Amortization Expense 13,764 14,308 Intangible asset impairment expense - 1,162 Share-based Compensation Expense 965 5,305 Contingent Equity Award Expense (1) 2,984 - Acquisition and Related Expense (2) -1,710 Expense Related to Financing, net (3) 5,457 5,383 Litigation Expense, Net (4) 8 17 Reorganization Expense (5) - 790 (Gain) Loss on Disposition of Assets 1 (31) Strategic and Financial Review Expense (6) 4,480 632 Income Tax (Benefit) Expense 6,338 (1,322) Adjusted EBITDA $28,417 $24,713 (1) Expense related to restricted stock awards issued to our executive officers and directors and annual incentive that Epiq has historically paid in common stock that were contingent upon shareholder approval of an increase in the number of shares available for issuance under our equity compensation plan. Prior to obtaining shareholder approval, the expense related to these awards is excluded from share-based compensation expense. (2) Acquisition and related expense includes one-time costs associated with acquisitions. (3) Expense related to financing is net of interest income. (4) Litigation expense and recovery related to significant one-time matters. (5) Expenses primarily related to one-time charges for post-employment benefits. (6) Includes legal and other professional expenses incurred in connection with our strategic and financial review process and expenses related to a legal dispute with a shareholder. 8 Q2 2016 Earnings Conference Call epiq

Adjusted Net Income (Non-GAAP) Reconciliation (In thousands, except per share data) (Unaudited) Q2 2016 Q2 2015 Net Loss ($5,580) ($3,241) Plus: Amortization of Acquisition Intangibles 3,680 4,810 Intangible asset impairment expense - 1,162 Share-based Compensation Expense 965 5,305 Contingent Equity Award Expense (1) 2,984 - Acquisition and Related Expense (2) - 1,715 Loan Fee Amortization and Write-off 402 1,052 Litigation (Recovery) Expense, Net (3) 8 245 Reorganization Expense (4) - 790 (Gain) Loss on Disposition of Assets 1 (31) Strategic and Financial Review Expense (5) 4,480 632 Income tax effect of above adjustments(6) (5,009) (6,273) Effective Tax Rate Adjustment (7) 6,035 503 Adjusted Net Income $7,966 $6,669 Adjusted Earnings Per Share – Diluted $0.21 $0.18 (1) Expense related to restricted stock awards issued to our executive officers and directors and annual incentive that Epiq has historically paid in common stock that were contingent upon shareholder approval of an increase in the number of shares available for issuance under our equity compensation plan. Prior to obtaining shareholder approval, the expense related to these awards is excluded from share-based compensation expense. (2) Acquisition and related expense includes one-time costs associated with acquisitions. (3) Litigation expense and recovery related to significant one-time matters. (4) Expenses primarily related to one-time charges for post-employment benefits. (5) Includes legal and other professional expenses incurred in connection with our strategic and financial review process and expenses related to a legal dispute with a shareholder. (6) The income tax effect is calculated using a tax rate of 40%. (7) The effective tax rate adjustment reflects a non-GAAP provision for income taxes at a tax rate of 40%.Q2 2016 Earnings Conference Call 9 epiq

Net Income Per Share Calculation (In thousands, except per share data) Q2 2016 Q2 2015 Net Loss ($5,580) ($3,241) Basic Weighted Average Shares 37,432 36,536 Adjustment to reflect share-based awards - Diluted Weighted Average Shares(1) 37,432 36,536 Net Loss Per Share – Diluted ($0.15) ($0.09) Adjusted Net Income (non-GAAP) $7,966 $6,669 Basic Weighted Average Shares 37,432 36,536 Adjustment to reflect share-based awards 340 583 Diluted Weighted Average Shares 37,772 37,119 Adjusted Earnings Per Share – Diluted (non-GAAP) $0.21 $0.18 (1) Diluted weighted average shares outstanding for the three months ended June 30, 2016 and 2015 excludes the impact of share-based awards due to the GAAP Net Loss reported for the period. 10 Q2 2016 Earnings Conference Call epiq

Epiq (NASDAQ: EPIQ) is a leading global provider of integrated technology and services for the legal profession, including electronic discovery, bankruptcy, class action and mass tort administration, federal regulatory actions and data breach responses. Our innovative solutions are designed to streamline the administration of litigation, investigations, financial transactions, regulatory compliance and other legal matters. Epiq’s subject-matter experts bring clarity to complexity, create efficiency through expertise and deliver confidence to our clients around the world. For more information, visit us at www.epiqsystems.com. epiq

Investor Contacts Kelly Bailey Epiq Systems (913) 621-9500 IR@epiqsystems.com Chris Eddy Catalyst Global (212) 924-9800 epiq@catalyst-ir.com NASDAQ: EPIQ Epiq Systems is not authorized to practice law or provide legal services. The services offered by the company are limited to non legal, administrative aspects of document review and discovery projects. epiq