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
April 26, 2006 (April 26, 2006)
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 (IRS Employer
of incorporation) File Number) 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)
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 April 26, 2006, EPIQ Systems, Inc. issued a press release announcing its
financial results for the first quarter ended March 31, 2006. 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, calculated
as net income plus amortization of acquisition-related intangibles, share based
compensation, acquisition-related expenses, amortization of capitalized loan
fees and embedded option market-to-market expense/convertible debt accretion,
all net of tax, as well as non-GAAP net income per share. Reconciliations of
non-GAAP net income and earnings per share to GAAP net income and earnings per
share 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 plus the
provision for income taxes, interest expense, depreciation, amortization, other
non-cash expenses, share based compensation, and acquisition related expenses. A
reconciliation of non-GAAP adjusted EBITDA to GAAP net income is included in a
schedule to the press release filed with this Current Report on Form 8-K.
The information in this report and 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
herein 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this report:
Exhibit No. Description
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99.1 EPIQ Systems, Inc. Press Release issued April 26, 2006, reporting
first quarter ended March 31, 2006 financial results.
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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: April 26, 2006
By: /s/ Tom W. Olofson
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Name: Tom W. Olofson
Title: Chairman of the Board,
Chief Executive Officer
and Director
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