EPIC Epicor Software Corp. (MM)

Epicor Software Corporation (NASDAQ: EPIC), a leading provider of enterprise business software solutions for the midmarket and divisions of Global 1000 companies, today reported financial results for its third quarter ended September 30, 2009. All results should be considered preliminary pending the Company’s filing of its quarterly report on Form 10-Q.

Total revenue for the 2009 third quarter was $98.6 million, with GAAP net income of $0.4 million, or $0.01 per diluted share. This compares to 2008 third quarter revenue of $135.8 million, and GAAP net income of $2.7 million, or $0.05 per diluted share.

Non-GAAP1 net income for the 2009 third quarter was $7.8 million, or $0.13 per diluted share, compared to non-GAAP net income of $11.4 million, or $0.19 per diluted share in the 2008 third quarter.

Epicor Chairman, President and CEO George Klaus commented, “We continued to do an excellent job executing to – or above – our publicly stated financial objectives in the face of challenging economic conditions. Non-GAAP earnings per share exceeded the top end of our guidance by 30 percent, and total revenues were above the mid-point of our previously provided expectations in what has always been a seasonably slower quarter for Epicor.

“Epicor’s executive team did an exceptional job of managing the areas under Epicor’s control. Prudent expense management, coupled with delivering on our commitment to continue to improve consulting margins, helped lead to adjusted EBITDA margins of approximately 15 percent, the highest to-date for the 2009 year and up one percentage point over the 2009 second quarter. Maintenance revenues grew sequentially in the third quarter,” Klaus said, “an affirmation of our expectations that the second quarter was the bottom for maintenance revenue this year, which helped to drive cash flow from operations of approximately $17.0 million and free cash flow2 of $10.8 million during the third quarter. Our strong cash generating capabilities enabled us to pay down our credit facility by another $6.5 million during the quarter, while increasing our cash balances by nearly $10.0 million to $95.5 million. Our software pipelines have strengthened meaningfully, we are seeing good uptake for Epicor 9, our retail markets are showing signs of improvement and, as reflected in our financial guidance, we expect to have a strong fourth quarter, which we believe bodes well for growth in 2010.”

Business Outlook: Due to the uncertainty and limited visibility in the global economy, IT spending and exchange rate fluctuations, the Company will continue to provide forward looking guidance one quarter at a time.

2009 fourth quarter total revenue is expected to be $104 to $106 million, with non-GAAP earnings per diluted share3 for the 2009 fourth quarter expected to be $0.13 to $0.15.

Balance Sheet Summary: The Company’s balance sheet at September 30, 2009, included cash and cash equivalents of $95.5 million. The balance sheet benefited from cash flow from operations of approximately $17.0 million and free cash flow of $10.8 million during the 2009 third quarter, which helped support approximately $6.5 million in pay downs on the Company’s credit facility during the quarter. The Company’s total debt balance as of September 30, 2009, consists primarily of the $230 million obligation to holders of the Company’s 2.375% senior convertible notes (less the debt discount described below of $44.2 million) and $72.5 million of borrowings under the Company’s credit facility, currently priced at LIBOR plus 4.0%.

At the end of the 2009 third quarter, net accounts receivable was approximately $78.9 million. The Company had solid cash collections of approximately $110.0 million during the 2009 third quarter. Days sales outstanding (DSOs) in the 2009 third quarter were down to 74, compared to 78 in the second quarter of 2009. Deferred revenue at the end of the 2009 third quarter was $90.1 million.

Effective January 1, 2009, the Company adopted new accounting guidance related to the accounting for convertible debt instruments that may be settled in cash upon conversion, and retroactively applied this change to all periods presented herein. This standard requires the Company to change the previous accounting method for its $230 million convertible notes. Accordingly, the Company recorded a $61.8 million debt discount as Additional Paid in Capital, as of the notes’ issuance date of May 15, 2007. At September 30, 2009, the debt discount was $44.2 million.

The Company is amortizing the debt discount through the date at which the Company can begin to redeem the notes, which is May 15, 2014. The Company recognized interest expense of $3.4 million and $3.2 million related to the convertible debt for the three months ended September 30, 2009 and 2008, respectively, of which $1.4 million is a cash expense in each period.

Earnings Conference Call

The Company will hold an investor and analyst conference call today at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time.

When:       Thursday, October 29, 2009 Time: 2:00 p.m. PT Dial in: +1 (888) 516-2377 or outside the U.S. +1 (719) 325-2306 Conf ID: Epicor 2009 Third Quarter Earnings Call Webcast:

http://ir.epicor.com

On the call, Chairman, President and CEO George Klaus and Executive Vice President and CFO Michael Pietrini will review 2009 third quarter earnings. Investors and analysts are invited to participate on the call. Please dial in approximately ten minutes prior to start time. A live audio-only webcast of the call will be made available to the public on the Company's Web site at http://ir.epicor.com and will be archived for thirty days following the call on the Company’s Web site.

1Please see the reconciliations to GAAP measures provided at the end of this press release.

2Free cash flow is a non-GAAP measure. The Company calculates free cash flow as adjusted EBITDA, plus stock-based compensation, less capital expenditures, cash paid for income taxes and net interest. Please refer to the table below for a complete reconciliation.

3The Company’s 2009 fourth quarter non-GAAP earnings per diluted share guidance excludes current expectations for fourth quarter amortization of intangible assets of approximately $7.1 million, fourth quarter stock-based compensation expense of approximately $1.8 million and approximately $2.0 million in non-cash interest expense for the fourth quarter related to amortization of debt discount. 2009 fourth quarter non-GAAP earnings per share expectations assume a weighted average share count of 60.8 million shares.

About Epicor Software Corporation

Epicor Software is a global leader delivering business software solutions to the manufacturing, distribution, retail, hospitality and services industries. With 20,000 customers in over 150 countries, Epicor provides integrated enterprise resource planning (ERP), customer relationship management (CRM), supply chain management (SCM) and enterprise retail software solutions that enable companies to drive increased efficiency and improve profitability. Founded in 1984, Epicor celebrates 25 years of technology innovation delivering business solutions that provide the scalability and flexibility businesses need to build competitive advantage. Epicor provides a comprehensive range of services with a single point of accountability that promotes rapid return on investment and low total cost of ownership, whether operating business on a local, regional or global scale. The Company’s worldwide headquarters are located in Irvine, California with offices and affiliates around the world. For more information, visit www.epicor.com.

Epicor is a registered trademark of Epicor Software Corporation. Other trademarks referenced are the property of their respective owners. The product and service offerings depicted in this document are produced by Epicor Software Corporation.

Forward-Looking Statements

This press release contains certain statements which constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding expected revenues (including growth rates), earnings and earnings per share (including on a non-GAAP basis), non-GAAP free cash flow, the Company’s products, market share, business model, sales pipelines and opportunities, competitive advantage and other statements that are not historical fact. These forward-looking statements are based on currently available competitive, financial and economic data together with management’s views and assumptions regarding future events and business performance as of the time the statements are made and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements.

Such risks and uncertainties include, but are not limited to, changes in the demand for enterprise resource planning products, particularly in light of competitive offerings; the timely availability and market acceptance of new products and upgrades, including Epicor 9; the impact of competitive products and pricing; the discovery of undetected software errors; changes in the financial condition of Epicor's major commercial customers and Epicor's future ability to continue to develop and expand its product and service offerings to address emerging business demand and technological trends; and other factors discussed in Epicor's annual report on Form 10-K for the year ended December 31, 2008 and other reports Epicor files with the SEC. As a result of these factors the business or prospects expected by the Company as part of this announcement may not occur. Epicor undertakes no obligation to revise or update publicly any forward-looking statements.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures. In evaluating the Company’s performance, management uses certain non-GAAP financial measures to supplement consolidated financial statements prepared under GAAP.

Non-GAAP Earnings Measure. The Company uses non-GAAP earnings measures, adjusted EBITDA, EBITDA margins and free cash flow in this press release. Management believes these non-GAAP measures help indicate the Company’s baseline performance before gains, losses or charges that are considered by management to be outside on-going operating results. Accordingly, management uses these non-GAAP measures to gain a better understanding of the Company’s comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Management believes these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provides useful information to investors by offering:

• the ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;
• the ability to better identify trends in the Company’s underlying business and perform related trend analysis;
• a better understanding of how management plans and measures the Company’s underlying business; and,
• an easier way to compare the Company’s most recent results of operations against investor and analyst financial models.

The non-GAAP financial measures for 2008 and 2009 used by the Company are defined to exclude amortization of intangible assets, stock-based compensation expense, amortization of long-term debt discount from the Company’s May 2007 convertible note offering, the write-off of in-process research and development, the write off of debt issuance fees, loss on settlement of option contracts to hedge foreign currency risk on the purchase price of NSB, loss on interest rate swaps and restructuring and other non-recurring expenses, which includes costs associated with workforce reductions. The non-GAAP financial measures for 2009 used by the Company are also defined to reflect income taxes at a 38% tax rate.

Management believes that the expense associated with the amortization of acquisition-related intangible assets is appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. Management also believes that the exclusion of stock-based compensation allows for more accurate comparisons of our operating results to our peer companies because of varying available valuation methodologies, subjective assumptions and the variety of award types which effect the calculations of stock-based compensation. Management believes it is appropriate to exclude costs associated with the in-process research and development charge, the loss on settlement of option contracts to hedge foreign currency risk on the purchase price of NSB, debt issuance fees and the amortization of long-term debt discount from the Company’s May 2007 convertible note offering, loss on interest rate swaps as well as restructuring and other charges, which included costs associated with the integration of NSB into Epicor and costs associated with workforce reductions, because these charges are not related to the Company’s ongoing business operations and it allows for more accurate comparisons of our operating results to our peer companies. Finally, management believes that using a 38% tax rate is appropriate because it allows comparisons of our operating results that are more consistent with prior periods presented, as well as more accurate comparisons of our operating results to our peer companies.

General. These non-GAAP measures have limitations, however, because they do not include all items of income and expense that impact the Company’s operations. Management compensates for these limitations by also considering the Company’s GAAP results. The non-GAAP financial measures the Company uses are not prepared in accordance with, and should not be considered an alternative to, measurements required by GAAP, such as operating income, net income and income per share, and should not be considered measures of the Company’s liquidity. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP financial measures may not be comparable to similar measures reported by other companies.

EPICOR SOFTWARE CORPORATION PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

  September 30, December 31, 2009 2008 (As Adjusted) ASSETS Current assets: Cash and cash equivalents $ 95,481 $ 89,764 Accounts receivable, net 78,947 90,624 Deferred income taxes 8,995 8,627 Inventory, net 2,849 5,068 Prepaid expenses and other current assets   13,637   11,064 Total current assets 199,909 205,147   Property and equipment, net 28,805 31,987 Deferred income taxes 41,718 42,858 Intangible assets, net 91,214 113,556 Goodwill 368,132 363,589 Other assets   11,772   14,061 Total assets $ 741,550 $ 771,198   LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 12,746 $ 13,913 Accrued expenses 40,048 45,177 Current portion of long-term debt 197 10,169 Current portion of accrued restructuring costs 2,156 4,073 Current portion of deferred revenue   89,873   92,361 Total current liabilities   145,020   165,693   Long-term debt, less current portion 258,539 265,257 Accrued restructuring costs 4,558 5,412 Deferred revenue 222 319 Deferred income taxes and other income taxes 36,304 37,621 Other long-term liabilities   3,778   941 Total long-term liabilities   303,401   309,550   Stockholders’ equity: Common stock 63 61 Additional paid-in capital 419,633 414,149 Less: treasury stock at cost (19,476) (18,458) Accumulated other comprehensive loss (3,434) (4,094) Accumulated deficit   (103,657)   (95,703) Total stockholders’ equity   293,129   295,955 Total liabilities and stockholders’ equity $ 741,550 $ 771,198

EPICOR SOFTWARE CORPORATION

PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

      Three Months Ended Nine Months Ended September 30, September 30, 2009 2008 2009 2008 (As Adjusted) (As Adjusted) Revenues: License fees $ 13,740 $ 22,405 $ 44,451 $ 65,266 Consulting 31,735 41,616 95,247 114,043 Maintenance 48,168 50,126 142,374 144,992 Hardware and other   4,933   21,615   15,643   41,630 Total revenues   98,576   135,762   297,715   365,931   Cost of revenues 42,593 68,180 132,784 186,020 Amortization of intangible assets   7,045   8,513   23,672   24,513 Total cost of revenues   49,638   76,693   156,456   210,533   Gross profit   48,938   59,069   141,259   155,398   Operating expenses: Sales and marketing 18,176 20,519 54,417 63,149 Software development 11,844 13,561 36,682 40,885 General and administrative 13,317 13,982 41,541 39,490 Write off of in-process research and development - - - 200 Restructuring and other   1,003   594   2,210   4,766 Total operating expenses   44,340   48,656   134,850   148,490   Income from operations 4,598 10,413 6,409 6,908 Interest expense (6,481) (6,264) (17,351) (16,897) Interest and other income (expense), net   73   (773)   (159)   1,052   Income (loss) before income taxes (1,810) 3,376 (11,101) (8,937) Provision (benefit) for income taxes   (2,166)   628   (3,147)   (3,940) Net income (loss) $ 356 $ 2,748 $ (7,954) $ (4,997)     Net income (loss) per share: Basic $ 0.01 $ 0.05 $ (0.13) $ (0.09) Diluted $ 0.01 $ 0.05 $ (0.13) $ (0.09)   Weighted average common shares outstanding: Basic 59,691 58,779 59,391 58,377 Diluted 60,305 59,186 59,391 58,377 EPICOR SOFTWARE CORPORATION PRELIMINARY NON-GAAP NET INCOME RECONCILIATION

(in thousands, except per share amounts)

(Unaudited)

    Three Months Ended Nine Months Ended September 30, September 30, 2009   2008 2009   2008   Income (loss) before income taxes $ (1,810) $ 3,376 $ (11,101) $ (8,937)   Add back: Amortization of intangible assets 7,045 8,513 23,672 24,513 Stock-based compensation expense 1,835 1,824 5,897 6,219 Amortization of long-term debt discount 1,994 1,855 5,876 5,466 Debt issuance fees write off 1,647 - 2,571 - Loss on foreign currency option contract - - - 1,610 Loss on interest rate swap contract 559 - 559 - Deferred revenue fair value adjustment - 1,977 432 6,413 Restructuring and other 1,003 594 2,210 4,766 In-process research and development   -   -   -   200   Non-GAAP income before income taxes 12,273 18,139 30,116 40,250 Non-GAAP provision for income taxes 1   (4,465)   (6,731)   (10,924)   (14,507)   Non-GAAP net income $ 7,808 $ 11,408 $ 19,192 $ 25,743   Non-GAAP net income per diluted share $ 0.13 $ 0.19 $ 0.32 $ 0.44   Weighted average common shares outstanding: Diluted 60,305 59,186 59,953 59,045   1 The Company utilized a 38% tax rate for the calculation of the Non-GAAP provision for income taxes

for comparison purposes with other periods.

EPICOR SOFTWARE CORPORATION PRELIMINARY NET INCOME TO ADJUSTED EBITDA RECONCILIATION

(dollars in thousands)

(Unaudited)

    Three Months Ended Nine Months Ended September 30, September 30, 2009   2008 2009   2008   Total revenues $ 98,576 $ 135,762 $ 297,715 $ 365,931   Net income (loss) $ 356 $ 2,748 $ (7,954) $ (4,997) Provision (benefit) for income taxes (2,166) 628 (3,147) (3,940) Interest expense 6,481 6,264 17,351 16,897 Amortization of intangible assets 7,045 8,513 23,672 24,513 Depreciation 1,901 2,244 6,020 6,158 Restructuring and other 1,003 594 2,210 4,766 In-process research and development - - - 200 Deferred revenue fair value adjustment - 1,977 432 6,413 Interest and other (income) expense, net   (73)   773   159   ( 1,052) Adjusted EBITDA $ 14,547 $ 23,741 $ 38,743 $ 48,958   Adjusted EBITDA percent of total revenues   14.8%   17.5%   13.0%   13.4% EPICOR SOFTWARE CORPORATION PRELIMINARY FREE CASH FLOW RECONCILIATION

(dollars in thousands)

(Unaudited)

    Three Months Ended Nine Months Ended September 30, September 30, 2009   2008 2009   2008   Net income (loss) $ 356 $ 2,748 $ (7,954) $ (4,997) Provision (benefit) for income taxes (2,166) 628 (3,147) (3,940) Interest expense 6,481 6,264 17,351 16,897 Amortization of intangible assets 7,045 8,513 23,672 24,513 Depreciation 1,901 2,244 6,020 6,158 Restructuring and other 1,003 594 2,210 4,766 In-process research and development - - - 200 Deferred revenue fair value adjustment - 1,977 432 6,413 Interest and other (income) expense, net   (73)   773   159   (1,052) Adjusted EBITDA $ 14,547 $ 23,741 $ 38,743 $ 48,958   Adjusted EBITDA $ 14,547 $ 23,741 $ 38,743 $ 48,958 Non-cash stock-based compensation 1,835 1,824 5,897 6,219 Capital expenditures (463) (2,215) (2,502) (7,830) Cash paid for taxes (848) (771) (2,760) (4,052) Net interest   (4,321)   (3,766)   (10,808)   (8,296) Free cash flow $ 10,750 $ 18,813 $ 28,570 $ 34,999