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8-K/A - 8-K/A - EPIQ SYSTEMS INCa11-14288_18ka.htm
EX-23.1 - EX-23.1 - EPIQ SYSTEMS INCa11-14288_1ex23d1.htm
EX-99.1 - EX-99.1 - EPIQ SYSTEMS INCa11-14288_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

 

The following unaudited pro forma combined condensed balance sheet as of December 31, 2010 and the unaudited pro forma combined condensed statement of operations for the year ended December 31, 2010, are based on the historical financial statements of Epiq Systems, Inc. (“Epiq”) and ELS Holdings LLC (“Encore”) after giving effect to Epiq’s acquisition of Encore on April 4, 2011 as more fully described in the Explanatory Note of this Form 8-K/A and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements.

 

The unaudited pro forma combined condensed balance sheet as of December 31, 2010 is presented as if the acquisition of Encore had occurred on December 31, 2010.

 

The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2010 is presented as if the Encore acquisition had occurred on January 1, 2010 and includes all adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable.

 

The acquisition has been accounted for under the acquisition method of accounting.  Under the acquisition method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma combined condensed financial statements, is allocated to the net tangible and intangible assets acquired and liabilities assumed based on various estimates.

 

The unaudited pro forma combined condensed financial statements have been prepared by management for illustrative purposes only in accordance with Article 11 of Securities and Exchange Commission (“SEC”) Regulation S-X and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Epiq and Encore been a combined company during the specified periods. Management has not completed its evaluations of Encore’s accounting policies and practices to determine if they conform to Epiq’s accounting policies and practices.  Accordingly, no adjustments have been made to the pro forma financial information related to conforming accounting policies and practices between Epiq and Encore.  Any changes identified by management may impact the future combined results of operations of Epiq and Encore.  The pro forma financial information does not include the effects of expected synergies related to the acquisition.  The pro forma financial information also does not include costs for integrating Epiq and Encore.

 

The unaudited pro forma combined condensed financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Epiq’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 25, 2011, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 2, 2011, as well as Encore’s historical financial statements for the year ended December 31, 2010, which is included as Exhibit 99.1 to this Form 8-K/A.

 



 

EPIQ SYSTEMS, INC.

PRO FORMA COMBINED CONDENSED BALANCE SHEET OF EPIQ AND ENCORE

As of December 31, 2010 (Unaudited)

(In thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Epiq

 

Encore

 

Adjustments

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,439

 

$

4,951

 

$

(539

)[B]

$

9,851

 

Trade accounts receivable, net

 

59,940

 

9,976

 

 

69,916

 

Prepaid expenses

 

5,581

 

994

 

 

6,575

 

Other current assets

 

5,637

 

4,010

 

 

9,647

 

Total Current Assets

 

76,597

 

19,931

 

(539

)

95,989

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM ASSETS:

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

41,258

 

2,457

 

 

43,715

 

Internally developed software costs, net

 

19,659

 

234

 

2,498

[C]

22,391

 

Goodwill

 

294,789

 

 

68,683

[C]

363,472

 

Other intangibles, net

 

43,580

 

 

32,578

[C]

76,158

 

Other

 

2,335

 

1,450

 

(902

)[D]

2,883

 

Total Long-term Assets, net

 

401,621

 

4,141

 

102,857

 

508,619

 

Total Assets

 

$

478,218

 

$

24,072

 

$

102,318

 

$

604,608

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

13,227

 

$

1,435

 

$

 

$

14,662

 

Accrued compensation

 

8,891

 

 

 

8,891

 

Deposits

 

2,553

 

 

 

2,553

 

Deferred revenue

 

1,422

 

1,153

 

 

2,575

 

Other accrued liabilities

 

4,611

 

2,413

 

4,548

[E]

11,572

 

Current maturities of long-term obligations

 

2,945

 

234

 

 

3,179

 

Total Current Liabilities

 

33,649

 

5,235

 

4,548

 

43,432

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

24,159

 

 

17,677

[F]

41,836

 

Other long-term liabilities

 

5,027

 

658

 

(658

)[G]

5,027

 

Long-term obligations (excluding current maturities)

 

86,860

 

91

 

103,835

[H]

190,786

 

Total Long-term Liabilities

 

116,046

 

749

 

120,854

 

237,649

 

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

Common stock

 

391

 

 

 

 

391

 

Additional paid-in capital

 

281,119

 

 

 

 

281,119

 

Accumulated other comprehensive loss

 

(1,971

)

 

 

 

(1,971

)

Retained earnings

 

91,069

 

18,088

 

(23,084

)[I]

86,073

 

Treasury stock — at cost

 

(42,085

)

 

 

 

(42,085

)

Total Stockholders’ Equity

 

328,523

 

18,088

 

(23,084

)

323,527

 

Total Liabilities and Stockholders’ Equity

 

$

478,218

 

$

24,072

 

$

102,318

 

$

604,608

 

 



 

EPIQ SYSTEMS, INC.

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME OF EPIQ AND ENCORE

For the year ended December 31, 2010 (Unaudited)

(In thousands, except per share data)

 

 

 

Historical

 

Pro Forma

 

 

 

Epiq

 

Encore

 

Adjustments

 

Combined

 

REVENUE:

 

 

 

 

 

 

 

 

 

Case management services

 

$

157,561

 

$

41,103

 

$

 

$

198,664

 

Case management bundled products and services

 

18,993

 

 

 

18,993

 

Document management services

 

41,041

 

 

 

41,041

 

Operating revenue before reimbursed direct costs

 

217,595

 

41,103

 

 

258,698

 

Operating revenue from reimbursed direct costs

 

29,571

 

 

 

29,571

 

Total Revenue

 

247,166

 

41,103

 

 

288,269

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSE:

 

 

 

 

 

 

 

 

 

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

 

68,490

 

11,426

 

 

79,916

 

Direct cost of bundled products and services (exclusive of depreciation and amortization shown separately below)

 

3,514

 

 

 

3,514

 

Reimbursed direct costs

 

28,686

 

 

 

28,686

 

General and administrative

 

85,645

 

18,975

 

 

104,620

 

Depreciation and software and leasehold amortization

 

20,391

 

1,215

 

 

21,606

 

Amortization of identifiable intangible assets

 

9,190

 

 

9,856

[J]

19,046

 

Other operating expense

 

2,781

 

49

 

3,704

[E]

6,534

 

Total Operating Expense

 

218,697

 

31,665

 

13,560

 

263,922

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

28,469

 

9,438

 

(13,560

)

24,347

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE (INCOME):

 

 

 

 

 

 

 

 

 

Interest expense

 

1,931

 

312

 

2,490

[K]

4,733

 

Interest income

 

(32

)

(13

)

 

(45

)

Net Interest Expense

 

1,899

 

299

 

2,490

 

4,688

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

26,570

 

9,139

 

(16,050

)

19,659

 

 

 

 

 

 

 

 

 

 

 

PROVISION (BENEFIT) FOR INCOME TAXES

 

12,641

 

(5,326

)

(6,580

)[L]

735

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

13,929

 

$

14,465

 

$

(9,470

)

$

18,924

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE INFORMATION:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38

 

 

 

 

 

$

0.52

 

Diluted

 

$

0.36

 

 

 

 

 

$

0.49

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

36,498

 

 

 

 

 

36,498

 

Diluted

 

39,512

 

 

 

 

 

39,512

 

 



 

NOTES TO PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 — Basis of Presentation

 

Preliminary Purchase Price

 

The total preliminary purchase price transferred to effect the acquisition is as follows (in thousands):

 

Cash paid at closing

 

$

103,385

 

Other consideration

 

844

 

Working capital adjustment

 

98

 

Total preliminary purchase price

 

$

104,327

 

 

Preliminary Purchase Price Allocation

 

Total purchase consideration has been allocated to the tangible and identifiable intangible assets and to liabilities assumed based on their respective fair values on the acquisition date. The measurement period for purchase price allocations ends as soon as information on the facts and circumstances becomes available, but does not exceed 12 months. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized for assets acquired and liabilities assumed, we will retrospectively adjust the amounts recognized as of the acquisition date.  The preliminary purchase price allocations are summarized in the following table (in thousands):

 

Tangible assets and liabilities

 

 

 

Total assets

 

$

24,934

 

Total liabilities

 

(24,366

)

Intangible assets

 

32,578

 

Software

 

2,498

 

Goodwill

 

68,683

 

Net assets acquired

 

$

104,327

 

 

Included in the total liabilities assumed is a net deferred tax liability balance of $19.0 million, primarily comprised of the difference between the assigned values of the intangible assets acquired and the tax basis of those assets.

 

Based on the preliminary results of an independent valuation, we have allocated approximately $32.6 million of the purchase price to acquired intangible assets, and $2.5 million of the purchase price to software. The following table summarizes the major classes of acquired intangible assets and software, as well as the respective weighted-average amortization periods:

 

 

 

Amount
(in thousands)

 

Weighted
Average
Amortization
Period
(Years)

 

Identifiable Intangible Assets

 

 

 

 

 

Trade name

 

$

1,617

 

5.0

 

Non-compete agreement

 

1,362

 

2.0

 

Customer relationships

 

29,599

 

7.0

 

Total identifiable intangible assets

 

$

32,578

 

 

 

 

 

 

 

 

 

Internally developed software

 

$

2,498

 

5.0

 

 

The amounts shown above may change in the near term as management continues to assess the fair value of acquired assets and liabilities and evaluate the income tax implications of this acquisition.

 

The excess of purchase consideration over net assets assumed was recorded as goodwill, which represents the strategic value assigned to Encore, including the expected benefits from the synergies resulting from the transaction, as well as the knowledge and experience

 



 

of the workforce in place.  In accordance with applicable accounting standards, goodwill will not be amortized but instead will be tested for impairment at least annually; or more frequently if certain indicators are present.  In the event that management determines that the value of goodwill becomes impaired, the combined company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.

 

Note 2 — Pro Forma Adjustments

 

The accompanying unaudited pro forma combined condensed financial statements have been prepared as if the acquisition was completed on December 31, 2010 for purposes of the combined condensed balance sheet and January 1, 2010 for purposes of the combined condensed statement of income, and reflects the following pro forma adjustment (in thousands):

 

[A]   To record the following adjustments to cash for consideration paid for the acquisition:

 

Cash consideration

 

$

(93,385

)

Amount placed in escrow for potential claims

 

(10,000

)

Proceeds from revolver

 

103,835

 

Financing fee

 

(450

)

Net change in cash and cash equivalents

 

$

 

 

[B]  To adjust for cash held by a subsidiary of Encore which was not acquired as part of this acquisition.  The audited financials included at Exhibit 99.1 represent substantially all of the assets and liabilities of Encore.

 

[C]  Adjustments to record preliminary goodwill created as a result of the acquisition, as well as to record the preliminary estimate of intangible assets and internally developed software acquired:

 

To record identifiable intangible assets acquired

 

$

32,578

 

 

 

 

 

To record internally developed software acquired

 

$

2,498

 

 

 

 

 

To record goodwill

 

$

68,683

 

 

[D]  To adjust other assets for financing fees incurred as a result of the senior revolving loan incurred as part of the acquisition and to reclassify Encore’s deferred tax assets to deferred tax liabilities.

 

[E]  To record acquisition-related costs of $3.7 million and additional purchase price consideration to be paid of $0.8 million.

 

[F]  To record a net deferred tax liability primarily comprised of the difference between the assigned value of the intangible assets acquired and the tax basis of those assets and to reclassify Encore’s deferred tax assets to deferred tax liabilities.

 

[G]  To adjust Encore’s deferred rent balance that does not qualify as a liability for Epiq.

 

[H]  To record adjustment to long-term obligations for proceeds from the revolver.

 

[I]    To record adjustments to stockholders’ equity.

 



 

[J]            To record amortization for intangible assets and software for the fiscal year ended December 31, 2010 (in thousands):

 

 

 

Amount

 

Year ended
December 31,
2010
Amortization

 

Identifiable Intangible Assets:

 

 

 

 

 

Trade name

 

$

1,617

 

$

323

 

Non-compete agreement

 

1,362

 

681

 

Customer relationships

 

29,599

 

8,457

 

Total identifiable intangible assets

 

$

32,578

 

$

9,461

 

 

 

 

 

 

 

Internally developed software

 

$

2,498

 

$

395

 

 

The following table outlines the estimated future amortization expense at December 31, 2010 related to the amortizing intangible assets and software that were acquired (in thousands):

 

Year Ending December 31,

 

 

 

2011

 

$

7,441

 

2012

 

5,033

 

2013

 

3,799

 

2014

 

3,285

 

2015

 

2,568

 

 

[K]       To adjust for the assumed interest expense resulting from the senior revolving loan incurred as part of this acquisition.  A 1/8% change in interest rates on the senior revolving loan would result in approximately $0.1 million increase or decrease in our pro forma interest expense of $2.5 million.

 

[L]         Adjustment to record tax benefit to reflect the pro forma income tax impact at the statutory income tax rate.  The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had Epiq and Encore filed consolidated income tax returns during the period presented.