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8-K/A - 8-K/A - EPIQ SYSTEMS INCa12-5882_18ka.htm
EX-23.1 - EX-23.1 - EPIQ SYSTEMS INCa12-5882_1ex23d1.htm
EX-99.1 - EX-99.1 - EPIQ SYSTEMS INCa12-5882_1ex99d1.htm
EX-99.2 - EX-99.2 - EPIQ SYSTEMS INCa12-5882_1ex99d2.htm

Exhibit 99.3

 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

 

The following unaudited pro forma combined condensed statement of operations for the year ended December 31, 2011, is based on the historical financial statements of Epiq Systems, Inc. (“Epiq”), Encore Intermediate Holdco, Inc. and its wholly-owned subsidiary, Encore Legal Solutions, Inc. (collectively, “Encore”) and De Novo Legal LLC (“De Novo”) after giving effect to Epiq’s acquisition of Encore on April 4, 2011, and De Novo on December 28, 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.

 

An unaudited pro forma combined condensed balance sheet as of December 31, 2011 is not presented herein due to the fact that the acquisitions of Encore and De Novo are reflected in Epiq’s Consolidated Balance Sheet as of December 31, 2011, filed in Epiq’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2012.

 

The unaudited pro forma combined condensed income statement, including the notes thereto, is qualified in its 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, 2011, as well as De Novo’s historical financial statements for the year ended December 31, 2010, which are included as Exhibit 99.1 to this Form 8-K/A.  This pro forma information should also be read in conjunction with our Form 8-K/A related to our acquisition of Encore, filed with the SEC on June 10, 2011.

 

The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2011, is presented as if the Encore and De Novo acquisitions had occurred on January 1, 2011 and include 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.

 

These acquisitions have 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 income statements, is allocated to the net tangible and intangible assets acquired and liabilities assumed based on various estimates.

 

The unaudited pro forma combined condensed income statement has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is 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, Encore and De Novo been a combined company during the specified period. The pro forma financial information does not include the effects of expected synergies related to the acquisitions.  The pro forma financial information also does not include costs for integrating Epiq, Encore and De Novo.

 



 

NOTES TO PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

EPIQ SYSTEMS, INC.

PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME

For the year ended December 31, 2011 (Unaudited)

(In thousands, except per share data)

 

 

 

Epiq As
Reported

 

Historical
Encore

 

Encore Pro
Forma
Adjustments

 

Pro Forma
Combined
including
Encore

 

Historical
De Novo

 

De Novo Pro
Forma
Adjustments

 

Pro Forma
Combined
including
De Novo

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Case management services

 

$

214,886

 

$

11,524

 

$

   —

 

$

226,410

 

$

62,104

 

$

   —

 

$

288,514

 

Case management bundled products and services

 

16,643

 

 

 

16,643

 

 

 

16,643

 

Document management services

 

29,736

 

 

 

29,736

 

 

 

29,736

 

Operating revenue before reimbursed direct costs

 

261,265

 

11,524

 

 

272,789

 

62,104

 

 

334,893

 

Operating revenue from reimbursed direct costs

 

22,061

 

 

 

22,061

 

 

 

22,061

 

Total Revenue

 

283,326

 

11,524

 

 

294,850

 

62,104

 

 

356,954

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

87,753

 

2,913

 

 

90,666

 

32,813

 

 

123,479

 

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

 

3,201

 

 

 

3,201

 

 

 

3,201

 

Reimbursed direct costs

 

21,773

 

 

 

21,773

 

 

 

21,773

 

General and administrative

 

97,779

 

5,166

 

 

102,945

 

14,107

 

 

117,052

 

Depreciation and software and leasehold amortization

 

23,081

 

342

 

 

23,423

 

1,448

 

 

24,871

 

Amortization of identifiable intangible assets

 

21,323

 

 

1,916

[A]

23,239

 

 

6,428

[A]

29,667

 

Fair value adjustment to contingent consideration

 

(7,166

)

 

 

 

 

(7,166

)

 

 

 

 

(7,166

)

Acquisition related expense

 

7,681

 

 

 

7,681

 

 

 

7,681

 

Intangible asset impairment expense

 

1,278

 

 

 

 

 

1,278

 

 

 

 

 

1,278

 

Other operating expense

 

 

2,438

 

 

2,438

 

 

 

2,438

 

Total Operating Expense

 

256,703

 

10,859

 

1,916

 

269,478

 

48,368

 

6,428

 

324,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

26,623

 

665

 

(1,916

)

25,372

 

13,736

 

(6,428

)

32,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE (INCOME):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

5,844

 

70

 

650

[B]

6,564

 

222

 

1,812

[B]

8,598

 

Interest income

 

(128

)

(8

)

 

(136

)

(32

)

 

(168

)

Net Interest Expense

 

5,716

 

62

 

650

 

6,428

 

190

 

1,812

 

8,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

20,907

 

603

 

(2,566

)

18,944

 

13,546

 

(8,240

)

24,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION (BENEFIT) FOR INCOME TAXES

 

8,827

 

288

 

(1,052

)[C]

8,063

 

1,190

 

(3,378

)[C]

5,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

12,080

 

$

315

 

$

(1,514

)

$

10,881

 

$

12,356

 

$

(4,862

)

$

18,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.34

 

 

 

 

 

$

0.31

 

 

 

 

 

$

0.52

 

Diluted

 

$

0.33

 

 

 

 

 

$

0.29

 

 

 

 

 

$

0.50

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

35,186

 

 

 

 

 

35,186

 

 

 

 

 

35,186

 

Diluted

 

36,506

 

 

 

 

 

36,506

 

 

 

 

 

36,506

 

 



 

Note 1 — Basis of Presentation

 

De Novo

 

Preliminary Purchase Price

 

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

 

 

 

(in thousands)

 

Cash paid at closing

 

$

67,866

 

Fair value of deferred cash consideration

 

4,870

 

Fair value of contingent consideration

 

16,226

 

Working capital adjustment

 

(1,720

)

Total preliminary purchase price

 

$

87,242

 

 

In connection with this acquisition $5.0 million of the purchase price is being held by Epiq and deferred for 18 months following the closing date of the acquisition as security for any potential indemnification claims.  This holdback has been discounted using an appropriate imputed interest rate and recognized at a fair value of approximately $4.9 million.  Also, as a result of an earn-out opportunity based on future revenue growth that is part of this acquisition, Epiq also has recorded contingent consideration. The potential undiscounted amount of all future payments that Epiq could be required to make under the earn-out opportunity is between $0 and $33.6 million over a two-year period. Approximately one-third of the value of the De Novo earn-out opportunity is contingent upon certain of the sellers remaining employees of Epiq.  The portion of the contingent consideration that is not tied to employment is considered to be part of the total consideration transferred for the purchase of De Novo and has been measured and recognized at a fair value of approximately $16.2 million

 

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, Epiq will retrospectively adjust the amounts recognized as of the acquisition date. The preliminary purchase price allocations are summarized in the following table (in thousands):

 

 

 

(in thousands)

 

Tangible assets and liabilities

 

 

 

Current assets, including cash acquired

 

$

11,546

 

Non-current assets

 

4,247

 

Current liabilities

 

(2,103

)

Non-current liabilities

 

(500

)

Intangible assets

 

34,400

 

Goodwill

 

39,652

 

Net assets acquired

 

$

87,242

 

 



 

Based on the preliminary results of an independent valuation, Epiq has allocated approximately $34.4 million of the purchase price to acquired intangible assets. The following table summarizes the major classes of acquired intangible assets, as well as the respective weighted-average amortization periods:

 

 

 

Amount
(in thousands)

 

Weighted
Average
Amortization
Period
(Years)

 

Identifiable Intangible Assets

 

 

 

 

 

Trade name

 

$

850

 

5.0

 

Non-compete agreement

 

2,900

 

5.0

 

Customer relationships

 

30,650

 

8.0

 

Total identifiable intangible assets

 

$

34,400

 

 

 

 

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 De Novo, 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.  The goodwill and intangible assets related to this acquisition are deductible for tax purposes.

 

Encore

 

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

 

 

 

(in thousands)

 

Cash paid at closing

 

$

103,385

 

Other consideration

 

844

 

Working capital adjustment

 

98

 

Total preliminary purchase price

 

$

104,327

 

 

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, Epiq 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

 

 

 

Current assets, including cash acquired

 

$

20,044

 

Non-current assets

 

2,669

 

Current liabilities

 

(6,646

)

Non-current liabilities

 

(15,115

)

Intangible assets

 

32,578

 

Software

 

2,498

 

Goodwill

 

68,299

 

Net assets acquired

 

$

104,327

 

 

Based on the preliminary results of an independent valuation, Epiq has 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

 

 

 

 

 

 

 

 

 

Software internally developed

 

$

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.  Epiq is also continuing to gather information necessary to evaluate the income tax implications on the opening balance sheet.  The income tax related accounts and goodwill may be affected once this evaluation is complete.  The Encore transaction was structured as a stock purchase and therefore, the goodwill and acquired intangible assets are not amortizable for tax purposes.

 

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.

 

Note 2 — Pro Forma Adjustments

 

The accompanying unaudited pro forma combined condensed income statement has been prepared as if the acquisitions of De Novo and Encore were completed on January 1, 2011, and reflect the following pro forma adjustment (in thousands):

 


[A]       To record amortization for intangible assets and software for the fiscal year ended December 31, 2011 (in thousands):

 

 

 

Amount

 

Year ended
December 31,
2011
Amortization

 

Encore

 

 

 

 

 

Identifiable Intangible Assets:

 

 

 

 

 

Trade name

 

$

1,617

 

$

83

 

Non-compete agreement

 

1,362

 

175

 

Customer relationships

 

29,599

 

1,556

 

Total identifiable intangible assets

 

$

32,578

 

$

1,814

 

 

 

 

 

 

 

Internally developed software

 

$

2,498

 

$

102

 

 

 

 

 

 

 

De Novo

 

 

 

 

 

Identifiable Intangible Assets

 

 

 

 

 

Trade name

 

$

850

 

$

169

 

Non-compete agreement

 

2,900

 

575

 

Customer relationships

 

30,650

 

5,684

 

Total identifiable intangible assets

 

$

34,400

 

$

6,428

 

 



 

The following table outlines the estimated future amortization expense at December 31, 2011 related to the amortizing intangible assets and software that were acquired in the Encore and De Novo acquisitions (in thousands):

 

Year Ending December 31,

 

 

 

2012

 

$

16,062

 

2013

 

11,724

 

2014

 

8,762

 

2015

 

6,905

 

2016 and thereafter

 

16,365

 

 

[B]        To adjust for the assumed interest expense resulting from the senior revolving loan incurred as part of this acquisition.  A 1/8% increase in interest rates on the senior revolving loan would result in approximately a $0.2 million increase in Epiq’s pro forma interest expense of $2.5 million for the year ended December 31, 2011.  Conversely, a 1/8% decrease in interest rates on the senior revolving loan would result in an immaterial change in Epiq’s pro forma interest expense for the year ended December 31, 2011.

 

[C]        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 De Novo filed consolidated income tax returns during the period presented.