EPICOR SOFTWARE CORP
8-K, 1999-10-27
PREPACKAGED SOFTWARE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                                   ----------

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)        October 21, 1999
                                                  ------------------------------


                           EPICOR SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)


             Delaware                    0-20740              33-0277592
- --------------------------------------------------------------------------------
     (State or other jurisdiction        (Commission         (I.R.S. Employer
          of incorporation)              File Number)      Identification No.)


          195 Technology Drive, Irvine, California                  92618
- --------------------------------------------------------------------------------
          (Address of principal executive offices)                (Zip code)


Registrant's telephone number, including area code      (949) 585-4000
                                                    ----------------------------


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed, since last report)


<PAGE>   2

ITEM 5. OTHER EVENTS

         On October 21, 1999, Epicor, Software Corporation, (the "Company")
announced financial results for its third quarter of fiscal 1999, ending
September 30, 1999.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) EXHIBITS.

         Exhibit Number

              Ex-99        Press Release dated October 21, 1999.


                                       2
<PAGE>   3

                                   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.



                                         PLATINUM SOFTWARE CORPORATION


Date: October 25, 1999                   By    /s/ Perry Tarnofsky
                                            ------------------------------------
                                               Perry Tarnofsky
                                               Vice President


                                       3
<PAGE>   4

                                  EXHIBIT INDEX

         The following exhibits are attached hereto and incorporated herein by
reference:

Exhibit Number                                                Sequentially
                                                             Numbered Page

    Ex.-99       Press Release dated October 21, 1999.             5



                                       4

<PAGE>   1

                                                                    EXHIBIT 99


FOR IMMEDIATE RELEASE

Contacts:   Valerie Brodie
            Director, Investor Relations
            949/585-4293
            [email protected]


               EPICOR REPORTS THIRD QUARTER 1999 FINANCIAL RESULTS

IRVINE, Calif., October 21, 1999 -- Epicor Software Corporation (NASDAQ: EPIC),
today reported its financial results for the third quarter ended September 30,
1999. Revenues for the third quarter were $63.2 million. Net loss for the
quarter was $9.7 million or $0.24 cents per share.

         The company's balance sheet as of September 30, 1999 showed cash, cash
equivalents and short-term investments of $34.6 million, accounts receivable of
$80.9 million and deferred revenue of $36.1 million.

         The company believes that the decrease in its revenues from the prior
quarter reflects a continued industry slow down in demand for
enterprise-software as customers divert spending to complete their Year 2000
compliance programs. Consistent with many other enterprise-software vendors, the
company expects the uncertainty in license revenues to continue until the impact
of Year 2000 issues dissipates.

         The reported loss of $0.24 per share for the quarter was attributable
primarily to the combined impact on gross margins as a result of a shift in the
revenue mix from software license towards services, higher than anticipated
sales discounting in the quarter and certain revisions associated with the
company's amortization policies. The company has also increased operating
expenses related to the investment in new product development, web-enablement
and integration of its existing back and front office products, its sales force
and continued efforts to re-brand the company.

         The company anticipates the balance of the year to be difficult. The
company anticipates that the level of on-going expenses will decrease. The
company is also taking decisive actions to centralize and streamline its
operating processes and will review all facets of the company to reduce, where
appropriate, non-essential spending as it continues to consolidate operations.


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<PAGE>   2

                                       Epicor Reports Third Quarter 1999 Results
                                                                          Page 2


         "We are committed to our fundamental business strategy going forward,"
said George Klaus, chairman, president and CEO of Epicor. "The results reflect
the company's aggressive investment in the transition to an emerging e-Business
model. Ensuring that Epicor's application suites address our customers'
web-centric requirements, will strongly position the company to leverage the
tremendous growth opportunities created by this shift to integrated
internet-based enterprise applications."

ABOUT EPICOR SOFTWARE CORPORATION

         Epicor, the company formed following the merger of Platinum Software
and DataWorks, is the largest enterprise software supplier focused exclusively
on the requirements of midmarket companies. Epicor delivers business performance
solutions that enable companies to automate on their own terms and outperform
their competition by capitalizing on customer relationships, minimizing the
risks and upheaval of conventional enterprise resource planning (ERP) systems.

         Founded in 1984, Epicor is ranked among the industry's ten largest
enterprise business solutions providers by industry analysts, with more than
10,000 enterprise customers worldwide. Epicor is headquartered in Irvine,
California and employs more than 1,600 employees globally. More information
about Epicor, its products and services is available at www.epicor.com.

                                      # # #

Epicor is a trademark of Epicor Software Corporation. Platinum is a registered
trademark of PLATINUM technology International, Inc. The product and service
offerings depicted in this document are produced by Epicor Software Corporation.

The foregoing statements regarding anticipated future expense levels, operating
results, market trends and product deliveries are "forward-looking statements"
that involve risks and uncertainties and actual results may differ materially.
The factors that could affect actual results include but are not limited to, the
company's success in controlling costs, achieving operating results and margins;
fluctuations in demand for the company's products, particularly in light of
competitive offerings; the timely availability and market acceptance of new
products and upgrades, the impact of competitive products and pricing; the
ability of the Company to expand ERP product offerings, and the discovery of
undetected software errors and other factors discussed in the Company's
Quarterly report on Form 10-Q, for the period ending June 30, 1999, at pages
13-18.


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<PAGE>   3

                                       Epicor Reports Third Quarter 1999 Results
                                                                          Page 3


                           EPICOR SOFTWARE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,   DECEMBER 31,
                                                         1999           1998
                                                     -------------   ------------
<S>                                                  <C>             <C>
ASSETS                                                (Unaudited)
Current assets:
  Cash and cash equivalents                            $  14,390     $  22,175
  Short-term investments                                  20,163        30,511
  Accounts receivable, net                                80,934        84,789
  Inventories                                              1,124           971
  Prepaid expenses and other                              11,631        13,826
                                                       ---------     ---------
     Total current assets                                128,242       152,272

Property and equipment, net                               17,684        13,388
Software development costs, net                            9,269         5,572
Intangible assets, net                                    32,613        32,056
Other assets                                               5,551         8,989
                                                       ---------     ---------
Total assets                                           $ 193,359     $ 212,277
                                                       =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                     $  14,620     $  16,490
  Accrued expenses                                        19,478        24,741
  Accrued merger and restructuring costs                   4,739        15,090
  Deferred revenue                                        36,066        36,845
                                                       ---------     ---------
     Total current liabilities                            74,903        93,166

Long-term liabilities                                      1,079         1,116

Stockholders' equity:
  Preferred stock                                          7,501         7,501
  Common stock                                                41            40
  Additional paid-in capital                             237,546       232,042
  Less: notes receivable from officers for issuance
   of restricted stock                                   (11,377)      (11,563)
  Accumulated other comprehensive income (loss)              674          (245)
  Accumulated deficit                                   (117,008)     (109,780)
                                                       ---------     ---------
     Total stockholders' equity                          117,377       117,995
                                                       ---------     ---------
Total liabilities and stockholders'equity              $ 193,359     $ 212,277
                                                       =========     =========
</TABLE>


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                                       Epicor Reports Third Quarter 1999 Results
                                                                          Page 4


                           EPICOR SOFTWARE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED         NINE MONTHS ENDED
                                             SEPTEMBER 30,             SEPTEMBER 30,
                                         --------------------      ---------------------
                                           1999        1998          1999         1998
                                         --------     -------      ---------     -------
                                       (Unaudited)  (Unaudited)   (Unaudited)  (Unaudited)
<S>                                      <C>          <C>          <C>           <C>
Revenues:
   License fees                          $ 22,024     $16,177      $  71,468     $52,007
   Services                                40,210      14,039        119,230      36,472
   Other                                      971         113          4,768         423
                                         --------     -------      ---------     -------
     Total revenues                        63,205      30,329        195,466      88,902

Cost of revenues                           30,134      10,066         88,184      26,780
                                         --------     -------      ---------     -------

Gross profit                               33,071      20,263        107,282      62,122

Operating expenses:
   Sales and marketing                     22,599      10,953         62,812      34,131
   Software development                     8,348       2,797         20,466       8,446
   General and administrative              11,869       1,936         31,789       5,675
                                         --------     -------      ---------     -------
     Total operating expenses              42,816      15,686        115,067      48,252
                                         --------     -------      ---------     -------

Income (loss) from operations              (9,745)      4,577         (7,785)     13,870
Other income, net                              47         298            993       1,025
                                         --------     -------      ---------     -------

Income (loss) before income taxes          (9,698)      4,875         (6,792)     14,895
Provision for income taxes                      0         180            436         180
                                         --------     -------      ---------     -------

Net income (loss)                        $ (9,698)    $ 4,695      $  (7,228)    $14,715
                                         ========     =======      =========     =======

Net income (loss) per share - basic      $  (0.24)    $  0.17      $   (0.18)    $  0.56
Net income (loss) per share - diluted    $  (0.24)    $  0.16      $   (0.18)    $  0.49

Common shares outstanding - basic          40,703      28,330         40,510      26,234
Common shares outstanding - diluted        40,703      30,009         40,510      30,194
</TABLE>


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