EPICOR SOFTWARE CORP
8-K, 2000-05-02
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) April 27, 2000
                                                         --------------


                           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 April 27, 2000, Epicor Software Corporation announced financial results
for its first quarter ending March 31, 2000.


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

     (c) EXHIBITS.

     Exhibit Number

     Ex-99 Press Release dated April 27, 2000.


                                       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.



                                            EPICOR SOFTWARE CORPORATION


Date: April 28, 2000                        By  /s/ Perry Tarnofsky
                                              -----------------------
                                                Perry Tarnofsky
                                                Vice President


                                       3
<PAGE>   4

                                  EXHIBIT INDEX

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

<TABLE>
<CAPTION>
                                                                   Sequentially
Exhibit Number                                                    Numbered Page
- --------------                                                    -------------
<S>             <C>                                               <C>
 Ex.-99         Press Release dated April 27, 2000.                     5
</TABLE>



                                       4

<PAGE>   1


FOR IMMEDIATE RELEASE

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


               EPICOR REPORTS FIRST QUARTER 2000 FINANCIAL RESULTS

        IRVINE, Calif., April 27, 2000 - Epicor Software Corporation (NASDAQ:
EPIC), today reported its financial results for the first quarter ended March
31, 2000. Revenues for the first quarter were $56.6 million, compared with $66.1
million for the first quarter 1999. Net loss for the quarter was $8.9 million or
$0.22 per share, compared with a net income for the same period last year of
$2.1 million or $0.05 per share.

        The company's balance sheet as of March 31, 2000 showed cash, cash
equivalents and short-term investments of $16.7 million, accounts receivable of
$77.9 million and deferred revenue of $42.4 million.

        The company has continued its aggressive measures to control costs and
streamline its operating processes, which is evidenced by a sequential decrease
in operating expenses from approximately $52.8 million before charges in the
fourth quarter of 1999 to $38.4 million in the first quarter of 2000.

        The company believes that the first quarter 2000 revenues were
negatively impacted by an unanticipated lag in demand following Y2K as customers
continued to postpone IT expenditures for enterprise systems, particularly in
the manufacturing sector.

        The reported loss of $0.22 per share for the quarter was attributable
primarily to the combined impact on gross margins of lower than expected license
revenue and the trailing effect of lower license revenues in prior quarters
resulting in lower service revenues this quarter.

        During the first quarter, the company completed several strategic
objectives aimed at providing its midmarket customers with affordable
Internet-driven solutions. These included the launch of the "e by Epicor"
Internet-enabled, integrated front office and back office solution; delivery of
the first version of Epicor's eCommerce StoreFront solution; and strategic
alliances with Clarus Corporation to provide integrated web-based B2B
procurement and trading


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<PAGE>   2
                             Epicor Reports First Quarter 2000 Financial Results
                                                                          Page 2


exchange solutions to the midmarket, and with Ultimate Software to provide
integrated human resource and payroll solutions.

        "While we are still in a transition period refining our business model,
we are pleased with the progress we have made in aggressively reducing operating
expenditures," said Rick Roll, president and chief operating officer. "As we
have seen this quarter, the industry-wide demand for traditional enterprise
systems following the Y2K slowdown will take longer to rebound than originally
anticipated. We continue to see strong interest in our front office products and
are beginning to see interest in our newly released eBusiness, eCommerce,
eProcurement and B2B trading exchange solutions."

ABOUT EPICOR SOFTWARE CORPORATION

        Epicor is the largest enterprise software supplier focused exclusively
on the real-world requirements of midmarket companies. Epicor delivers business
performance solutions, including integrated front office, back office and
eBusiness capabilities, that enable companies to automate on their own terms and
outperform their competition by capitalizing on customer relationships, while
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 at 195 Technology
Drive, Irvine, California, 92618. More information about Epicor, its products
and services is available by calling (949) 585-4000 or visiting Epicor's Web
site 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 industry or market trends, demand for the
company's products and expected operating results which are not historical fact
are "forward-looking statements" that involve risks and uncertainties and actual
results may differ materially. Such risks and uncertainties include but are not
limited to 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, and the discovery of undetected
software errors and other factors discussed in the company's Annual report on
Form 10-K, for the period ending December 31, 1999, at pages 16-22. As a result
of these factors the business or prospects expected by the company as part of
this announcement may not occur. The company undertakes no obligation to revise
or update publicly any forward-looking statements. Please refer to the company's

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<PAGE>   3
                             Epicor Reports First Quarter 2000 Financial Results
                                                                          Page 3


subsequent filings with the Securities Exchange Commission on Form 10-Q for
further information on the business and other risks that the company faces.


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<PAGE>   4
                             Epicor Reports First Quarter 2000 Financial Results
                                                                          Page 4


                           EPICOR SOFTWARE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>
                                                            MARCH 31,      DECEMBER 31,
                                                               2000           1999
                                                           -----------     -----------
                                                           (Unaudited)      (Audited)
<S>                                                         <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                 $  13,255       $  18,221
  Short-term investments                                        3,447          12,154
  Accounts receivable, net                                     77,871          75,263
  Prepaid expenses and other                                   11,042           8,984
                                                            ---------       ---------
    Total current assets                                      105,615         114,622

Property and equipment, net                                    15,992          16,650
Software development costs, net                                10,983           9,083
Intangible assets, net                                         24,046          25,668
Other assets                                                    3,753           4,154
                                                            ---------       ---------
Total assets                                                $ 160,389       $ 170,177
                                                            =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          $  12,416       $  14,591
  Accrued expenses                                             29,946          32,801
  Accrued merger and restructuring costs                        8,281          11,562
  Deferred revenue                                             42,409          39,017
                                                            ---------       ---------
    Total current liabilities                                  93,052          97,971
                                                            ---------       ---------
Long-term liabilities                                             362             400
                                                            ---------       ---------
Stockholders' equity:
  Preferred stock                                               7,501           7,501
  Common stock                                                     42              41
  Additional paid-in capital                                  240,921         237,536
  Less: notes receivable from officers for issuance of
    restricted stock                                          (10,114)        (11,269)
  Accumulated other comprehensive loss                         (2,080)         (1,590)
  Accumulated deficit                                        (169,295)       (160,413)
                                                            ---------       ---------
    Total stockholders' equity                                 66,975          71,806
                                                            ---------       ---------
Total liabilities and stockholders' equity                  $ 160,389       $ 170,177
                                                            =========       =========
</TABLE>


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<PAGE>   5


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


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                     MARCH 31,
                                           -----------------------
                                              2000         1999
                                           --------       -------
<S>                                        <C>            <C>
Revenues:
   License fees                            $ 20,645       $25,638
   Services                                  34,866        38,702
   Other                                      1,100         1,765
                                           --------       -------
    Total revenues                           56,611        66,105

Cost of revenues                             27,487        28,004
                                           --------       -------
Gross profit                                 29,124        38,101

Operating expenses:
   Sales and marketing                       20,685        20,645
   Software development                       5,746         5,559
   General and administrative                11,974        10,539
                                           --------       -------
    Total operating expenses                 38,405        36,743
                                           --------       -------

Income (loss) from operations                (9,281)        1,358
Other income (expense), net                     400         1,083
                                           --------       -------
Income (loss) before income taxes            (8,881)        2,441
Provision for income taxes                        -           366
                                           --------       -------
Net income (loss)                          $ (8,881)      $ 2,075
                                           ========       =======

Net income (loss) per share - basic        $   (.22)      $   .05
Net income (loss) per share - diluted      $   (.22)      $   .05

Common shares outstanding - basic            41,262        40,433
Common shares outstanding - diluted          41,262        41,935
</TABLE>


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