-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HF2xBhfO7OQV5jEHrQ9Ld0ZV+BKi2IfyziabMW+DmHIZcMXhZJRW4ZD+8SuT9vdg 7ZoBHMvQqgMYEbnsR5LFIQ== 0000950148-98-001822.txt : 19980805 0000950148-98-001822.hdr.sgml : 19980805 ACCESSION NUMBER: 0000950148-98-001822 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980804 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980804 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19207 FILM NUMBER: 98676714 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 8-K 1 FORM 8-K 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): August 4, 1998 QUARTERDECK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-19207 95-4320650 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.)
13160 MINDANAO WAY MARINA DEL REY, CALIFORNIA 90292 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 309-3700 NONE (Former Name or Former Address, if Changed Since Last Report) ================================================================================ 2 Item 5. Other Events. On July 31, 1998, Quarterdeck Corporation announced third quarter results. A copy of the press release dated July 31, 1998 with respect to the announcement is filed herewith as Exhibit 99.1. Item 7. Financial Statements and Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K: 99.1 Press Release dated July 31, 1998 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: August 4, 1998 QUARTERDECK CORPORATION By: /s/ King R. Lee ---------------------------------- King R. Lee Interim President EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE JULY 31, 1998 CONTACTS: Frank Greico Quarterdeck Corporation 310-309-4232 fgreico@quarterdeck.com Ana Thorne Quarterdeck Corporation 310-309-3767 athorne@quarterdeck.com QUARTERDECK ANNOUNCES THIRD QUARTER RESULTS MARINA DEL REY, CALIF. - JULY 31, 1998 -- Quarterdeck Corporation (Nasdaq: QDEK) today announced its operating results for the third quarter of fiscal 1998 ended June 30, 1998. The Company had previously announced that results for the quarter ended June 30, 1998 would include a significant restructuring charge and a substantial operating loss. Gross revenues and net revenues for the quarter were $13.8 million and $8.0 million respectively, compared to $24.8 million and $21.1 million reported for the same period in 1997. Quarterdeck reported a net loss of $14.7 million, or $0.27 per share, versus net income of $1.1 million, or $0.02 per share for the same quarter last year. The 1998 third quarter end cash balance was approximately $15.2 million. For the nine months ended June 30, 1998, the Company reported net revenues of $42.0 million, compared to $68.5 million for the nine-month period ending June 30, 1997. The net loss for the nine-month period was $21.4 million or $0.45 per share compared to net income of $241,000 or $0.01 per share, reported for the nine months ended June 30, 1997. The Company attributed the significant decline in gross and net revenues during the third quarter to several factors, including, among others, the industry-wide slowdown in software sales related to the market's anticipation of the Windows 98 launch and recent weakness in personal computer retail sales. Quarterdeck recorded a provision of approximately $5.8 million or 42% of gross quarterly revenue to -MORE- 2 QUARTERDECK ANNOUNCES THIRD QUARTER RESULTS account for possible sales returns and allowances, versus a typical 15% provision. This increased provision was taken to reserve for the previously noted slowdown in software sales and for new products and product bundles that assist users upgrading to Windows 98 for which high sell-through rates to end-users have not yet been established. Gross and net revenues from Europe were also depressed for similar reasons. In addition, the third quarter 1998 results included $2.7 million in restructuring and other charges and $2 million in acquisition related goodwill deemed impaired by the Company. "In spite of market conditions - decreased store traffic leading up to the launch of Windows 98 and normal summer sales slowdown - retail software sales started to pick up in June. We continue to expand our electronic distribution channels and are rapidly moving toward our strategy to re-focus on the less volatile corporate segment with an emphasis on small to medium-sized businesses," said King R. Lee, interim president of Quarterdeck. "We have taken steps to significantly lower the Company's break-even point by scaling down to the core business, replacing five vice presidents and lowering head count by over 25%. With these expense reductions and the re-focus of the business, we expect Quarterdeck to become profitable within two quarters. We are pleased that CleanSweep, our flagship product, was first in corporate sales in every month of the quarter in the uninstaller category." QUARTERLY HIGHLIGHTS - - Quarterdeck announced two new corporate solutions products in the third quarter: DiskClone Corporate, a fast, easy method for deploying new operating systems over a network, ideal for businesses and organizations migrating from Windows 3.x or 95 to Windows 98, Windows NT 4.0 or 5.0; and CleanSweep for Administrators, a powerful administration tool for creating customized versions of the Company's award-winning uninstaller solution, CleanSweep, to be distributed throughout an enterprise. - - Quarterdeck's CleanSweep product line led the PC uninstaller category in the corporate market for the entire June quarter according to sales figures from PC Data, the computer industry's comprehensive source for software and hardware sales information. CleanSweep outsold the leading competitors, CyberMedia's Uninstaller and Symantec's Norton Uninstaller, by as much as six to one and three to one, respectively. -MORE- 3 QUARTERDECK ANNOUNCES THIRD QUARTER RESULTS - - The PC Data June business category retail report shows that Quarterdeck increased its dollar market share for June by 37% over May, and increased its unit market share by 61% over May. - - Quarterdeck launched its Enterprise Partner Program (QEPP), a new initiative to bring helpware solutions to small and medium-sized enterprises through channel partners. The QEPP program provides value-added resellers (VARs), corporate resellers, consultants, integrators and support providers with the sales, marketing and technical support needed to design, sell and support the Company's enterprise helpware and communication solutions that help manage the cost of ownership for desktop PCs. The number of VARs currently signed up for QEPP exceeds, by more than double, the Company's target. - - Quarterdeck expanded its distribution of PC helpware solutions through a comprehensive electronic sales distribution network via the Internet that includes the Company's online store (http://store.quarterdeck.com), and other electronic sales distributor partners such as Digital River, CNET Buy Direct, eWarehouse, TestDrive, TechWave and NetSales. Customers can save a trip to the store and shipping and handling charges by downloading Quarterdeck's helpware solutions directly to their PCs. - - Internationally, Quarterdeck announced a strategic alliance with TECO Business Software to distribute the Company's REALHELP Extra Strength software throughout Australia. Under the agreement, TECO Business Software, a subsidiary of Taiwan-based TECO Information Systems Co., Ltd., will distribute Quarterdeck's REALHELP Extra Strength exclusively on an OEM basis to end users via its network of Australian computer retail outlets. In addition, the following products were launched: a Dutch version of CleanSweep; a Japanese version of Zip-It; and French and German versions of ViruSweep, Partition-It and Disk Clone. - - Quarterdeck's products received several awards in the third quarter: CleanSweep Deluxe received Windows Magazine's prestigious Win 100 award and the FreshSite Network's Fresh Award. REALHELP Extra Strength won the C/NET Editor's Choice award for best crash protection; and Remove-It 98 also won C/NET Editor's Choice award in the uninstaller category. ABOUT QUARTERDECK -MORE- 4 QUARTERDECK ANNOUNCES THIRD QUARTER RESULTS Quarterdeck Corporation is a global leader in the development and marketing of PC helpware - software designed to prevent and solve PC performance problems, especially those encountered in networked - Internet and Intranet - environments. The Company's goal is to make personal computing trouble-free for users and network administrators alike, while reducing the need for live technical support. Quarterdeck's current product line, which addresses storage management, system conflict resolution, virus protection, system updating, and enhanced access to networked information and communications resources, is marketed to both end-users and businesses via retail distribution, corporate resellers and OEM's, direct marketing channels, and the Internet. Quarterdeck's products are available in over 14,000 outlets throughout the United States and Canada, as well as in over 29 countries worldwide. Incorporated in 1982 and traded on Nasdaq under the symbol QDEK, Quarterdeck's worldwide headquarters are in Marina del Rey, California, with its European operations based in Dublin, Ireland. Further information may be obtained by calling 800-683-6696 toll-free, or 573-443-3282, by accessing Quarterdeck's Web site at http://www.quarterdeck.com/, or by sending e-mail requests to info@quarterdeck.com. # # # NOTE TO EDITORS: If you would like more information on Quarterdeck Corporation and its products, please view the Quarterdeck Press Center at (http://www.quarterdeck.com/qdeck/press). Quarterdeck, CleanSweep and Remove-It are registered trademarks of Quarterdeck Corporation or its subsidiaries. DiskClone, Partition-It, REALHELP, ViruSweep and Zip-It are trademarks of Quarterdeck Corporation or its subsidiaries. All other brand and product names are trademarks or registered trademarks of their respective holders. This press release contains forward-looking statements that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, successful integration of acquisitions and divestitures of non-core assets, the ability to secure additional sources of financing, the ability to reduce operating expenses and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. -MORE- 5 QUARTERDECK ANNOUNCES THIRD QUARTER RESULTS QUARTERDECK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Amounts in thousands, except per share data) (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, 1998 1997 1998 1997 -------- -------- -------- -------- Gross revenues $ 13,841 $ 24,796 $ 57,817 $ 79,402 Returns allowances 5,806 3,740 15,808 10,864 -------- -------- -------- -------- Net revenues 8,035 21,056 42,009 68,538 Cost of revenues 3,560 5,153 12,344 17,505 -------- -------- -------- -------- Gross profit 4,475 15,903 29,665 51,033 -------- -------- -------- -------- Operating expenses: Research and development 5,785 3,760 14,805 11,480 Sales and marketing 8,109 7,169 26,177 23,015 General and administrative 2,441 3,689 7,959 13,403 Acquisition, restructuring and other charges 2,726 -- 2,583 -- -------- -------- -------- -------- Total operating expenses 19,061 14,618 51,524 47,898 -------- -------- -------- -------- Operating income (loss) (14,586) 1,285 (21,859) 3,135 Interest expense, net (219) (498) (655) (1,491) Other income (expense), net 59 266 1,116 (1,400) -------- -------- -------- -------- Income (loss) before income taxes (14,746) 1,053 (21,398) 244 Provision for income taxes -- -- 16 3 ======== ======== ======== ======== Net income (loss) $(14,746) $ 1,053 $(21,414) $ 241 ======== ======== ======== ======== Net income (loss) per share: Basic $ (0.27) $ 0.02 $ (0.45) $ 0.01 -------- -------- -------- -------- Diluted $ (0.27) $ 0.02 $ (0.45) $ 0.01 -------- -------- -------- -------- Shares used to compute net income (loss) per share: Basic 55,609 47,130 47,490 47,644 -------- -------- -------- -------- Diluted 55,609 47,130 47,490 47,644 -------- -------- -------- --------
-MORE- 6 QUARTERDECK CORPORATION COMPARATIVE BALANCE SHEET (Amounts in thousands)
JUNE 30, SEPTEMBER 30, 1998 1997 --------- --------- (Unaudited) ASSETS Current assets: Cash & cash equivalents $ 15,197 $ 23,651 Trade accounts receivable 1,429 7,028 Inventories 895 1,177 Other current assets 2,850 4,655 --------- --------- Total current assets 20,371 36,511 Equipment and leasehold improvements, net 4,739 14,153 Capitalized software costs, net 803 1,790 Other assets 919 3,427 --------- --------- $ 26,832 $ 55,881 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,586 $ 3,792 Accrued liabilities 8,339 14,196 Accrued acquisition, restructuring and other charges 4,574 5,385 Income tax payable 308 627 Notes payable to bank 1,500 5,579 Current portion of long-term obligations 14 15 --------- --------- Total current liabilities 17,321 29,594 Convertible notes 25,000 25,000 Other long-term obligations, less current portion 57 114 --------- --------- Total liabilities 42,378 54,708 Stockholders' equity: Series C Preferred stock 6,992 24,594 Common stock 60 43 Additional paid-in capital 97,562 75,630 Accumulated deficit (119,578) (98,164) Foreign currency translation adjustment (29) (281) Notes receivable from directors for sale of stock (18) (18) Net unrealized gain (loss) on marketable securities 24 (72) Treasury stock (559) (559) --------- --------- Total stockholders' equity (15,546) 1,173 --------- --------- $ 26,832 $ 55,881 ========= =========
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