Attached files
file | filename |
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8-K/A - 8-K/A - EPIQ SYSTEMS INC | a11-14288_18ka.htm |
EX-23.1 - EX-23.1 - EPIQ SYSTEMS INC | a11-14288_1ex23d1.htm |
EX-99.1 - EX-99.1 - EPIQ SYSTEMS INC | a11-14288_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 Epiqs 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 Encores accounting policies and practices to determine if they conform to Epiqs 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, Epiqs 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 Encores 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 |
|
Weighted |
| |
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 Encores 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 Encores deferred tax assets to deferred tax liabilities.
[G] To adjust Encores 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 |
| ||
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.