SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 25, 2005 (October 25, 2005)
Date of Report (Date of earliest event reported)
EPIQ SYSTEMS, INC.
(Exact name of company as specified in its charter)
Missouri 0-22081 48-1056429
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
501 Kansas Avenue
Kansas City, KS 66105
(Address of principal executive offices) (Zip Code)
(913) 621-9500
(Company's telephone number, including area code)
Not Applicable
(Former name or former address if changed since last report)
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.
Quarterly Earnings Release and Investor Call. On October 25, 2005, EPIQ
Systems, Inc. issued a press release announcing its financial results for the
third quarter ended September 30, 2005. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Management of EPIQ Systems believes that certain non-GAAP financial
measures provide additional insight for investors into the operating results and
business trends of the Company. The Company uses these non-GAAP financial
measures (i) in its strategic planning for the Company and (ii) in evaluating
the results of operations of the Company. Consistent with prior periods, in this
period, the Company has provided investors with non-GAAP net income from
continuing operations, calculated as net income from continuing operations plus
amortization of acquisition-related intangibles, acquisition-related expenses,
amortization and write-off of capitalized loan fees and embedded option
mark-to-market expense/convertible debt accretion, all net of tax, as well as
non-GAAP net income per share from continuing operations. Reconciliations of
non-GAAP net income and earnings per share from continuing operations to GAAP
net income and earnings per share from continuing operations are included in
schedules to the press release filed with this Current Report on Form 8-K. The
Company also uses non-GAAP adjusted EBITDA. EBITDA is a component of virtually
all the financial covenants contained in the Company's current and previous debt
agreements, and management regularly reviews EBITDA as it assesses its current
and prospective compliance with these financial covenants. The debt agreement
covenants adjust EBITDA to exclude certain non-cash costs, non-recurring costs
and acquisition related costs. These adjustments are consistent with how
management evaluates results of operations and are consistent with the Company's
non-GAAP net income calculation. Accordingly, non-GAAP adjusted EBITDA is
calculated as net income from continuing operations plus the provision for
income taxes, interest expense, depreciation, amortization, other non-cash
expenses, and acquisition related expenses. A reconciliation of non-GAAP
adjusted EBITDA to GAAP net income from continuing operations is included in a
schedule to the press release filed with this Current Report on Form 8-K.
The information in this Item 2.02 and in Exhibit 99.1 is not filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Section 11 or 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this
Item 2.02 and in Exhibit 99.1 is not incorporated by reference into any filing
with the SEC made by the Company, whether made before or after the date hereof,
regardless of any general incorporation language in that filing.
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 October 25, 2005,
reporting third quarter ended September 30, 2005 financial results.
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: October 25, 2005
By: /s/ Tom W. Olofson
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Name: Tom W. Olofson
Title: Chairman of the Board,
Chief Executive Officer
and Director